Terms & Conditions

SUBSCRIPTION AGREEMENT

This agreement (“Agreement”) grants you, the end-user (“you” or “your” or “Licensee”), certain rights to allow one or more authorized users on one or more devices as indicated in the Order Form to use our Software on a paid subscription basis. By executing a subscription form that references this Agreement, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the services.

1. Grant of License/Restrictions.  Scout (“Scout” or “us”) hereby grants you a limited non-exclusive, non-sublicensable, non-transferable license to use the Software, including any updates, additional software provided by us in connection therewith, or any documentation provided by us in support of your use of the Software (collectively the “Software”) as hosted by us and accessed by your computers and/or hand held devices for the term offered by us and accepted and paid for by you, solely for your own internal business use and only in accordance with the terms and conditions of this Agreement. Except as expressly provided herein, you shall not (and shall not cause or permit any other persons to): (i) access the Software except as permitted herein or in an Order Form; (ii) create derivate works based on the Software; (iii) reverse engineer the Software; (iv) access the Software in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Software; (v) use the Software to provide consulting services or services similar to those provided by us to third parties or allow third parties to use the Software; (vi) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, or malicious code; or (vii) attempt to gain unauthorized access to the Software. Scout may audit your access to and usage of the Software on-site at your applicable locations during normal business hours upon reasonable notice, or remotely at any time.

2. Ownership Rights.  The Software (including any copies thereof) is owned by us and is protected by United States copyright and patent laws. You acknowledge that Scout is and remains the owner of all title, rights and interests in the Software. Scout hereby reserves all rights not explicitly granted in this Agreement. You grant us a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by you, including any of your authorized users, relating to the operation of the Software.

3. Payment Terms. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable. If any charges are not received from you by the due date, then at our 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 higher, from the date such payment was due until the date paid, and/or (b) Scout may condition future subscription renewals and Order Forms on appropriate payment terms. If any amount owing by you under this or any other agreement for our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized us to charge to your credit card), Scout may, without limiting our other rights and remedies, accelerate our unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend your access to the Software until such amounts are paid in full. In the event we commence collection activities, you agree to pay all Scout’s costs of collection including costs, disbursements and reasonable attorney(s) fees arising from the action, including, but not limited to, cost of alternative dispute resolution and/or court action. Unless otherwise stated, our 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 your purchases hereunder. If Scout 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 us with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. NO WARRANTY/LIMITATIONS. No agent, representative or distributor of Scout is authorized to make any other warranties or to modify this limited warranty. The Software and any related service from Scout are provided “as is” without warranty of any kind, express or implied, including implied warranties of non-infringement, merchantability and fitness for a particular purpose. Scout does not warrant that the product will meet your requirements, operate in combination with other software, or be uninterrupted or error-free. You ASSUME the entire liability for the selection and use of the Software and Scout shall have no liability for any errors, malfunctions, defects or loss of data resulting from or relating to the use of the Software. in no event shall Scout be liable to licensee for any indirect, special, incidental, consequential or punitive damages or lost profits or data arising out of or related to this license agreement or your use of the Software however caused and regardless of the theory of liability arising out of the use or inability to use the Software, even if you have been advised of the possibility of such damages. In no event shall Scout’s liability hereunder, if any, exceed one-year’s subscription fees by you for the license of the Software. The foregoing limitations shall apply even if the remedy fails in its essential purpose.

5. Term/Termination.  The term of this Agreement and the rights granted to you pursuant to Section 1 of this Agreement shall commence upon receipt of your order and shall terminate at the end of the paid-for term or upon earlier termination. Scout shall have the right to terminate this Agreement and your right to use the Software upon any breach of any provision of this Agreement by you including, but not limited to, non-payment of fees by you. You may terminate this Agreement at any time by providing thirty (30) days advance written notice to us; however, you will not receive any refund. Upon termination, you shall cease all use of the Software and shall destroy any copies of the Software in your possession, including, but not limited to, any copies on your servers, computers, and hand-held devices.

6. Miscellaneous. This Agreement is governed by the laws of the State of Minnesota, USA, without reference to conflict of law principals. Both parties to this Agreement disclaim the application of the United Nations Convention on the international sale of goods. Any legal action or proceeding shall be instituted in a state or federal court in Minnesota, USA. This Agreement is the entire and exclusive agreement between us and you regarding the Software, and supersedes all prior oral, written or other representations and agreements including any purchase order document. You agree to defend, indemnify and hold us and our employees, representatives, and agents harmless from all claims, losses, damages, complaints or expenses connected with or resulting from your access to or use of the Software. This Agreement may only be amended in writing by an authorized officer of Scout, and Scout expressly rejects any modifications to this Agreement and all additional terms and conditions. You may not export the Software in violation of any United States export laws. The waiver by Scout of a breach of this Agreement or a failure to exercise any right hereunder shall not operate or be construed as a waiver of any subsequent breach or as a waiver of any other right. If any provision of this Agreement is held to be unenforceable or overbroad for any reason, it will be modified rather than voided, if possible, in order to achieve the intent of the parties to the extent necessary to make the provision enforceable under applicable law, and enforced as amended. In any event, all other provisions of this Agreement will be deemed valid and enforceable to the full extent.