Terms of Service
These terms of service (these “Terms”) govern your use of and access to TermScout’s cloud-based service for providing real-time alerts and related content covering a wide range of topics (the “Services”). The Services may be accessible through the TermScout website at: http://www.termscout.com (the “TermScout Website”), or through application software that accesses the TermScout platform, including the TermScout mobile application or any other software that enables access to the Services (“TermScout Application”).
These Terms are intended to form a binding contract between TermScout, Inc. (“TermScout”) and you as the user of the Services, including the organization or entity on behalf of which you are acting, or individuals (or their agents) that use the Services on your behalf (referred to, collectively, herein as “Subscriber”). If you are using the Services on behalf of a company or other legal entity, you are nevertheless individually bound by this Agreement even if your company has a separate agreement with us, and will be referred to throughout these terms as a “Subscriber”.
- SCOPE OF OUR AGREEMENT.
(a) Certain features and parameters of the Services, including use limitations, may be described in one or more completed order forms that are agreed to from time to time by and between TermScout and Subscriber (each, an “Order Form”), or by registering for a Subscriber user account and configuring the Services through the TermScout Application or the TermScout Website. By agreeing to these Terms in the manner specified in an Order Form, OR BY USING OR ACCESSING ANY PORTION OF THE SERVICES, Subscriber unconditionally agrees to be bound by these Terms and the terms set forth in such Order Form, if applicable. Collectively, these Terms and the terms and conditions set forth in an Order Form will constitute a single agreement between TermScout and Subscriber (combined, this “Agreement”).
- USE OF THE TERMSCOUT APPLICATION AND THE SERVICES.
(a) Subject to Subscriber’s compliance with the terms and conditions of this Agreement, TermScout grants to Subscriber, the limited, nonexclusive, nontransferable, revocable right to use the TermScout Application, in object code form only, to access and use the Services, along with any related content, data or information delivered to you through the Services, including content in video, audio and text form (the “Service Content”) for your personal or internal business purposes, subject to the terms and conditions of this Agreement (which include, for example, the terms governing Third Party Content in Section 3 below). Subscriber’s access to the Services is limited to the number of authorized users (“Authorized Users”) and other access and Service level restrictions set forth in an Order Form, if applicable, or as established at the time Subscriber’s user account was established.
(b) All right, title and interest in and to the TermScout Application in any medium and all other components of the Services, and any and all enhancements, improvements, or innovations to the Services or TermScout Application, regardless of whether created or conceived by Subscriber or its employees or agents, belong exclusively to TermScout. Neither Subscriber nor any Authorized Users acquire any proprietary or ownership interest in the TermScout Application, including any intellectual property rights therein. Except for the limited use rights provided in this Agreement, no license or right to any intellectual property is granted to Subscriber or Authorized Users by TermScout by implication, estoppel or otherwise.
- THIRD PARTY CONTENT.
Some of the Service Content delivered to Subscriber in connection with the Services is provided by third party data providers (the “Third Party Content”). The Third Party Content is owned by such third party data providers and is subject to copyrights and other intellectual rights owned by these third parties. TermScout assumes no responsibility for your use of or access to the Third Party Content, and your reproduction, dissemination, display, publication or distribution of Third Party Content delivered to Subscriber may be subject to additional terms and conditions established by these third parties, including those restrictions set forth in the Third Party Content Restrictions section of the TermScout Website.
- USE RESTRICTIONS AND SUBSCRIBER CONDUCT POLICIES.
(a) Subscriber shall not, and shall not authorize or enable any third party to, reverse engineer, decompile, or disassemble the TermScout Application or any other component of the Services or otherwise attempt to discover any source code of the TermScout Application or such Service components. Any use of the TermScout Application that is not included within the rights granted under Section 2 of this Agreement is expressly prohibited. For example, Subscriber is prohibited from using the Services or any component thereof to provide services to third parties or to build any commercially available product or service that competes, directly or indirectly, with the Services or copy any features, functions, or interfaces included within or accessible through the Services, including the Service Content.
(b) Subscriber shall not rent, lease, loan, resell, transfer, sublicense, or distribute the TermScout Application or any other component of the Services, other than permitted uses of the Service Content described above, to any third party or authorize any third party to do so. Subscriber may not modify the TermScout Application or any portion thereof.
(c) Subscriber is solely responsible for actions of its Authorized Users in connection with the use of the Services, and for all other activities that occur under Subscriber’s user accounts. Subscriber is responsible for maintaining the security and confidentiality of all Subscriber usernames, passwords and other account access information. Subscriber agrees to notify TermScout promptly of any unauthorized use of the Services username or password or account access information.
(d) Subscriber agrees to comply with (i) any restrictions on use of Third Party Content published on the Third Party Content Restrictions section of the TermScout Website, and (ii) any Service use guidelines, rules of conduct or Services use policies that TermScout may post on the TermScout Website from time to time.
- SUBSCRIBER DATA.
All data, information, reports or material provided or submitted by Subscriber or any Authorized User in the course of using or accessing the Services hereunder (“Subscriber Data”) will remain the sole property of Subscriber or such. Subscriber will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all Subscriber Data. TermScout may use Subscriber Data to provide the Services to Subscriber, including email addresses provided by Subscriber for email delivery of Service Content, and for anonymous statistical reporting purposes. Accordingly, Subscriber grants to TermScout a non-exclusive license to use, copy, store, transmit and display Subscriber Data to the extent reasonably necessary to provide and maintain the Services. TermScout may aggregate anonymous statistical data regarding use and functioning of the Services or any of its components by its various users, including Subscriber and its Authorized Users. Such aggregated statistical data will be the sole property of TermScout.
- SUBSCRIPTION FEES AND PAYMENT.
(a) The subscription fees applicable to use of the Services within the corresponding usage limitations applicable to each level of Service will be specified in TermScout’s then-current pricing schedule, or (if applicable) an Order Form to which this Agreement is included by reference or attached (the “Pricing Schedule”). Subscriber agrees to pay the applicable fees applicable to usage above and beyond each authorized subscription level. All prices applicable to any renewal of the Subscription Term (as defined below) are subject to change. Subscription fees may be paid by credit card online at the TermScout Website or by any other method set forth in an Order Form or as otherwise approved by TermScout. All fees will be paid in U.S. dollars and are due as set forth in the Pricing Schedule or the Order Form. Subscription fees are non-refundable, unless expressly provided otherwise in an Order Form. The subscription fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on TermScout’s income. By providing your credit card information to TermScout you hereby authorize TermScout to charge your card for the subscription fees as detailed in the Order Form. If for any reason TermScout is unable to charge a payment credit card with the full amount of the fees, or if TermScout is charged back for any fee previously charged to a payment credit card, Subscriber agrees that TermScout may pursue all available remedies to enforce the payment obligation, including without limitation, suspension or termination of the Subscriber account or access to the Services.
- TERM AND TERMINATION OF AGREEMENT.
This Agreement remains in effect for the subscription term set forth in an Order Form, if applicable, or as otherwise specified by Subscriber at the time the Subscriber’s user account is established (the “Subscription Term”). The Subscription Term will automatically renew for the same time period unless Subscriber terminates its account prior to the expiration of the then-current Subscription Term. Subscriber may terminate this Agreement and the Subscriber’s user account upon written notice to TermScout if TermScout modifies or amends this Agreement pursuant to Section 12(e) hereof; provided that Subscriber will not be entitled to a refund of any subscription fees paid for any termination prior to the expiration of the then-current Subscription Term. TermScout may suspend or terminate Subscriber’s user account and access to the Services for violation of this Agreement, if Subscriber fails to pay applicable subscription fees when due, or if TermScout determines in its sole discretion that such action is necessary or advisable to comply with legal requirements or protect the rights or interests of TermScout or its other users and third party service providers or suppliers. Termination of Subscriber’s account includes termination of access to the Services, and deletion of Subscriber’s login data, user ID, password, and all related account access information. SUBSCRIBER IS SOLELY RESPONSIBLE FOR TERMINATING ITS SUBSCRIBER ACCOUNT AND THIS AGREEMENT AND TERMSCOUT IS NOT RESPONSIBLE FOR ANY CREDIT CARD OR OTHER CHARGES OR FEES SUBSCRIBER INCURS AS A RESULT OF ANY FAILURE TO TERMINATE SUBSCRIBER’S USER ACCOUNT.
- SUBMISSION OF IDEAS AND FEEDBACK.
- NO WARRANTY.
Subscriber expressly understands and agrees that TermScout makes no warranties whatsoever as to the operational performance or availability of the TermScout Application or the Services, or to the compatibility between the TermScout Application or other third party software or hardware platforms or systems. TermScout is providing the TermScout Application and the Services to Subscriber “AS IS” without warranty of any kind. TERMSCOUT EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR PAST DEALINGS BETWEEN THE PARTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TERMSCOUT MAKES NO WARRANTY THAT THE TERMSCOUT APPLICATION SERVICES WILL FUNCTION WITH SUBSCRIBER’S SYSTEMS OR THAT THE TERMSCOUT APPLICATION OR THE SERVICES OR ACCESS THERETO WILL BE TIMELY, ERROR FREE, COMPLETE, ACCURATE, UNINTERRUPTED OR THAT THE TERMSCOUT APPLICATION, THE SERVICES OR THE SERVICE CONTENT WILL MEET SUBSCRIBER’S NEEDS OR OTHER REQUIREMENTS. TERMSCOUT DISCLAIMS ANY LIABILITY FOR LOSS OF DATA OR DAMAGE TO SUBSCRIBER’S COMPUTER SYSTEMS THAT MAY RESULT FROM USE OF THE TERMSCOUT APPLICATION, OR ANY SOFTWARE, DATA OR SERVICE CONTENT DOWNLOADED OR OTHERWISE ACCESSED THROUGH THE SERVICES.
- LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TERMSCOUT SHALL HAVE NO LIABILITY FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR TORT DAMAGES, LOST PROFITS, OR LOST DATA) IN CONNECTION WITH (A) THE USE OR INABILITY TO USE THE SERVICES, (B) UNAUTHORIZED ACCESS TO SUBSCRIBER DATA OR SUBSCRIBER’S ACCOUNT, (C) THIRD PARTY SERVICES, PRODUCTS OR THIRD PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES OR THE TERMSCOUT WEBSITE, (D) VIRUSES OR OTHER DAMAGING SOFTWARE INTRODUCED INTO SUBSCRIBER’S COMPUTER SYSTEMS IN CONNECTION WITH THE DOWNLOADING, USE OF OR ACCESS TO THE TERMSCOUT APPLICATION, THE SERVICE CONTENT OR THE SERVICES, OR (E) ANY OTHER MATTER ARISING FROM THIS AGREEMENT OR SUBSCRIBER’S USE OF THE SERVICES, EVEN IF TERMSCOUT HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
Subscriber will defend, indemnify, and hold TermScout (and its officers, directors, employees and agents) harmless from and against all costs, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with a claim, suit, action, or proceeding (a “Claim”) alleging or resulting from Subscriber’s or its Authorized Users’ (a) infringement or other violation of the rights of any third party by the Subscriber Data or other data or information supplied by Subscriber or any of its Authorized Users, (b) use, reproduction, distribution, performance or display of any Service Content, (c) violation of applicable law or regulations in connection with the use of the Services or Service Content by Subscriber, or (d) a breach of any of the terms and conditions of this Agreement. TermScout will provide Subscriber with prompt written notice of any Claim and will cooperate with Subscriber in the defense of such Claim.
- GENERAL PROVISIONS. The parties agree to the following provisions:
(a) Subscriber may not assign its rights or delegate its duties or obligations under this Agreement, whether by operation of law or otherwise, without TermScout’s prior written consent. Any purported assignment and delegation shall be ineffective. TermScout may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to Subscriber.
(b) If a court of competent jurisdiction holds any provision of this Agreement to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
(c) The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach.
(e) TermScout may place a banner notice across its pages to alert Subscriber to certain changes to the Services or other notices about the Services, including any modifications to this Agreement. Alternatively, TermScout may communicate with Subscriber through Subscriber’s user account or through other means including email, mobile number, telephone, or delivery services including the postal service using contact information provided by Subscriber. Subscriber acknowledges and agrees that TermScout shall have no liability associated with or arising from Subscriber’s failure to do so maintain accurate contact or other information associated with Subscriber’s user account, and Subscriber’s failure to receive critical information about the Services as a result of its failure to do so.
(f) This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, U.S.A., excluding its conflict of law rules. Subscriber agrees to exclusive jurisdiction in any state or federal court located in Denver, Colorado for any and all claims or proceedings brought by Subscriber relating to this Agreement and Subscriber hereby consents to the jurisdiction of such courts in connection with such claims or proceedings. Notwithstanding the foregoing, TermScout may commence and prosecute any legal or equitable action relating to the user of the Services or to enforce its rights under this Agreement in any other court of competent jurisdiction (state, federal or foreign). Subscriber acknowledges that a violation of this Agreement may cause irreparable harm to TermScout for which monetary damages would be inadequate, and agrees that, in addition to any other remedies provided by law, TermScout shall be entitled to seek injunctive relief against any such violation without having to post bond.
(g) Except for payment obligations, if the performance of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the reasonable control of such party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.