Terms of Service

Scout Labs Terms of Service

The following are the terms and conditions for use of the Scout Labs, Inc. (“Scout Labs”) services (the “Service” or “Services”) and the www.scoutlabs.com and www.spark.scoutlabs.com websites, and its respective content together with the Services available from the website and application www.spark.scoutlabs.com (the “Site”) . Collectively, the Service and the Site are referred to as the “Service” or the “Services”. PLEASE READ THESE TERMS AND CONDITIONS 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 YOU AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS OF SERVICE (THE “TERMS OF SERVICE” OR “AGREEMENT”). IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS THE SERVICE, OR ANY PART THEREOF. SCOUT LABS’ PROVISION OF THE SERVICES ARE EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS OF THESE TERMS OF SERVICE, TO THE EXCLUSION OF ALL OTHER TERMS, INCLUDING, WITHOUT LIMITATION, TERMS ON ANY PURCHASE ORDER; IF THESE TERMS OF SERVICE ARE CONSIDERED AN OFFER BY SCOUT LABS, YOUR ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

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/tos or any such other URL that Scout Labs may provide and we may send registered users an email notice of the change. By continuing to use the Services after Scout Labs has posted updates to the Agreement, You agree to the revisions and agree to be bound 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 be bound by these Terms of Service with respect to the new Services.

FREE TRIAL PERIOD

A valid credit card is required for registration to use the Service. Following Your registration for the Service, Scout Labs will provide You with access to the Service as a free trial user until the earlier of (a) fourteen (14) days from your initial registration (“Free Trial Period”) or (b) the start date of any Services that You purchase under a paid Subscription (as defined below)). During the Free Trial Period, You may cancel your access to the Services at any time for any reason, and upon such termination, all rights and benefits granted to You pursuant to this Agreement shall cease. At the expiration of the Free Trial Period, You may continue to access the Services only pursuant to a paid subscription (a “Subscription”) under this Agreement or pursuant to a written master subscription agreement with Scout Labs (“MSA”).

PAID SUBSCRIPTIONS

1. Fees. Subscription fees for Scout Labs Services are (i) payable in U.S. Dollars and (ii) based on Services purchased and not on actual usage. Scout Labs’ current pricing policies and Subscription fees are set forth on the Pricing Page (www.scoutlabs.com/plans).

2. Invoicing and Payment. You will provide Scout Labs with valid and updated credit card information, or with a valid purchase order. Subscription fees are billed in advance for the initial Subscription period and for each renewal Subscription period thereafter on a monthly basis unless You and Scout Labs agree in writing to a different billing frequency. If You provide credit card information, You authorize Scout Labs to charge such credit card for all Services selected by You via the Site, or as set forth in a MSA, including for the initial Subscription period and any renewal Subscription periods at the then current Subscription rates. You authorize Scout Labs to charge Your credit card on a recurring monthly basis starting on the 15th day after your account was initially created. By using the Service, You consent to receiving electronic communications from Scout Labs. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Service. These electronic communications are part of your relationship with Scout Labs and you receive them as part of your Subscription to the Service. You agree that any notices, agreements, disclosures or other communications that we send You electronically will satisfy any legal communication requirements, including that such communications be in writing.

3. Subscription period. Service Subscription periods that You purchase commence on the start date specified in the applicable Cover Sheet (if you have signed a MSA as defined in the Miscellaneous Section below) or for the period that You select to purchase on the Site and continue for the Subscription period specified therein. All Subscriptions shall be subject to an initial period of at least one (1) month. Scout Labs does not prorate for partial months. All Subscriptions shall automatically renew at the then current Subscription rates for additional periods equal to the expiring Subscription period or one year (whichever is shorter), unless either Scout Labs or You give the other notice of non-renewal at least 30 days before the end of the relevant Subscription period.

4. Changes to Subscription Plan Levels and Refunds.

a. Upgrades. If You choose to upgrade Your Subscription plan, Your credit card will be charged or You will be invoiced, as applicable, the difference between Your previous rate and Your new rate for the remainder of Your Subscription period. On Your next regular billing date Your credit card will be charged or You will be invoiced, as applicable, the new rate for your new Subscription plan and any prorated fees due from the time of the upgrade.

b. Downgrades. If You choose to downgrade Your Subscription plan, the new Subscription fee will be in effect the next Subscription period. Downgrading Your Subscription plan may cause the loss of some or all Submissions, Content, features, and/or capacity of Your account.

c. Refunds. Notwithstanding Section 3 above (Subscription period) Scout Labs may provide You with a refund of Your new paid Subscription within the first three (3) days of a new Subscription period, and only if You properly cancel your new Subscription through the Site as set forth in the Cancellation section below within the first three (3) days of a new Subscription period. Scout Labs does not issue refunds for any other reason.

5. Past Due Charges. If any payments or credit card charges are not received from You by the due date, then at Scout Labs’ discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) Scout Labs may condition future Subscription renewals and MSA purchases on shorter or alternate payment terms. In the event of a payment default under this Agreement You shall reimburse Scout Labs for all collection costs including reasonable attorney’s fees incurred in connection with collecting any payments, together with costs in addition to the amount due.

6. Suspension of Service. If any amount owing by You under this or any MSA for Scout Labs Services is 30 or more days past due (or 1 day past due in the case of amounts You have authorized Scout Labs to charge to Your credit card), Scout Labs may, without limiting other rights and remedies, accelerate Your unpaid fee obligations under any such agreements so that all outstanding obligations become immediately due and payable, and suspend Services to You until such amounts are paid in full.

7. Taxes. Unless otherwise stated, Service fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with its purchases hereunder. If Scout Labs has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Scout Labs with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Scout Labs is solely responsible for taxes assessable against it based on its income, property and employees.

8. Changes to Subscription Fees. Scout Labs may change the prices of any or all Subscription plans upon thirty (30) days notice to You. Such notice may be provided at any time by posting the changes to the Pricing Page (www.scoutlabs.com/plans). Scout Labs will not be liable to You or to any third party for any modifications, price changes, or suspension or discontinuation of the Site or Services.

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 and payment information. 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 support staff may log in to the Service under Your account in order to maintain or improve service, including to provide You with technical assistance. You hereby acknowledge and consent to such access.

CANCELLATION

You may cancel your Subscription at any time by clicking on the Account link in the navigation bar at the top of the screen on the Site and closing Your account. You are solely responsible for properly canceling Your account through this link, and an email or phone request to cancel Your account will not be considered effective or proper for cancellation. Scout Labs will cancel Your account upon notice of account closure through this link. All of Your saved data and/or Submissions may be immediately deleted from the Service upon cancellation, and this information may not be recoverable once Your account is canceled. If You cancel Your account before the end of Your current paid up Subscription period, Your cancellation will take effect immediately and You will not be charged or invoiced again. If You cancel Your account before the end of Your Subscription period but have not paid all of the applicable fees for the Subscription period, You agree to pay for any unpaid Subscription fees remaining in the current Subscription period regardless of Your Subscription cancellation.

USAGE RESTRICTIONS

“Content” includes, without limitation, any information or data, text, software, scripts, graphics, photos, and interactive features provided by Scout Labs or its partners through the Services, excluding Submissions (as defined below). The Site and the Service and any Content made available on or through the Service is provided only for (a) your own personal use or (b) your internal business use. For the avoidance of doubt, if you have purchased a Subscription to the Services, you may make copies of portions of the Content provided to you in reports and you may incorporate such copies into presentations and reports, all solely for your own personal use and/or your internal business use or the internal business use of your clients. You shall not use any automated data mining tools or techniques on or in connection with the Services or reformulate any copies of the Content for use in commercial products or services or for general resale or distribution. You will not make the Service available for time sharing, application service provider or service bureau use. You will comply with all applicable laws and regulations in Your use of and access to the Service and Content. You agree not to use the Site or Services for any purpose that is unlawful or prohibited by these Terms of Service. You agree to abide by all applicable local, state, national and international laws and regulations. You shall 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.

SUBMISSIONS

“Submissions” are Your postings, materials, content and other information that You submit, post to or transmit through the Services. You also agree not to either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Submissions (including, without limitation, 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, tortuous, obscene, offensive, profane or which otherwise violates the Terms of Service; (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 grant to Scout Labs, its affiliates and their assignees the non-exclusive, royalty-free right to use and reproduce such Submissions solely for the purpose of providing the Service to You and authorized users under Your Subscription account.

CONTENT

Unless otherwise expressly noted on the Service, Scout Labs reserves all rights, title and interest in and to the Services and the Content, including all related intellectual property rights. You agree that the Site and Service 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 permitted in these Terms of Service, You will not nor will You allow any third party to (i) copy, modify, adapt, translate or otherwise create derivative works of the Service or Content; (ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Service; (iii) rent, lease, sell, assign or otherwise transfer rights in or to the Service; (iv) remove any proprietary notices or labels placed by the Service; or (v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service.

Scout Labs may remove any Content and/or Submissions 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 and/or Submissions), 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.

FEEDBACK

Any reports, and any other materials, information, ideas, concepts, feedback and know-how provided by You to Scout Labs concerning the Service (“Evaluations”) will be the property of Scout Labs. You agree to assign, and hereby assign, all right, title and interest worldwide in the Evaluations, and the related intellectual property rights, to Scout Labs and agree to assist Scout Labs, at Scout Labs’ expense, in perfecting and enforcing such rights.

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 use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime, maintenance activities and efforts to maintain session control, or (b) any unavailability caused by circumstances beyond Scout Labs’ reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Scout Labs employees), or Internet service provider failures or delays.

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.

PRIVACY

Scout Labs’ current Site Privacy Policy is available HERE (www.scoutlabs.com/privacy) and is incorporated by this reference. Your use of the Service is subject to the terms of the Privacy Policy.

WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

THE USE OF THE SITE AND SERVICES IS AT YOUR OWN RISK, AND YOU ACKNOWLEDGE AND AGREE THAT THE SITE, CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS AGREEMENT, SCOUT LABS, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENT, SUBSIDIARIES, AGENTS, 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.

a) SCOUT LABS DOES NOT WARRANT THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, OR FREE OF VIRUSES, WORMS, DISABLING CODE OR CONDITIONS, OR THE LIKE, AND (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

b) SCOUT LABS WILL NOT BE LIABLE FOR LOSS OF YOUR DATA OR SUBMISSIONS.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL SCOUT LABS (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENT, SUBSIDIARIES, AGENTS 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 Submissions or 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.

You shall not to assign or otherwise transfer, this Agreement in whole or in part, and any attempt to do so shall be void. Scout Labs 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. Scout Labs makes no representation that the Service is appropriate or available for use in locations outside of California, and accessing the Service is prohibited from territories where such Service is illegal. If you access the Service from other locations, you do so at your own initiative and are responsible for compliance with local laws.

This Agreement, including the Privacy Policy and all other policies posted on the Site, which are fully incorporated into this Agreement 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. Notwithstanding the foregoing, if You have entered into a MSA with Scout Labs and there is any inconsistency between the terms of the MSA and the terms of these Terms of Service, the terms in such MSA control your use of the Service instead of the terms of these Terms of Service. Any changes by You to this Agreement without Scout Labs’ written consent are void.