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TERMS OF USE Last updated January 27, 2020 AGREEMENT TO TERMS These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of anentity (“you”) and ScoutIQ LLC ("Company", “we”, “us”,or “our”), concerning your access to and use of the https://scoutiq.co websiteas well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the“Site”). You agree that by accessing the Site, you have read, understood, andagree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OFTHESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion,to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to accessthe Site from other locations do so on their own initiative and are solelyresponsible for compliance with local laws, if and to the extent local laws areapplicable. The Site is intended for users who are atleast 18 years old. Persons under the age of 18 are not permitted to use or register for the Site. INTELLECTUAL PROPERTYRIGHTS Unless otherwise indicated, the Site is ourproprietary property and all source code, databases, functionality, software,website designs, audio, video, text, photographs, and graphics on the Site(collectively, the “Content”) and the trademarks, service marks, and logoscontained therein (the “Marks”) are owned or controlled by us or licensed tous, and are protected by copyright and trademark laws and various otherintellectual property rights and unfair competition laws of the United States,international copyright laws, and international conventions. The Content andthe Marks are provided on the Site “AS IS” for your information and personaluse only. Except as expressly provided in these Terms of Use, no part of theSite and no Content or Marks may be copied, reproduced, aggregated,republished, uploaded, posted, publicly displayed, encoded, translated,transmitted, distributed, sold, licensed, or otherwise exploited for anycommercial purpose whatsoever, without our express prior written permission. Provided that you are eligible to use theSite, you are granted a limited license to access and use the Site and todownload or print a copy of any portion of the Content to which you haveproperly gained access solely for your personal, non-commercial use. We reserveall rights not expressly granted to you in and to the Site, the Content and theMarks. USER REPRESENTATIONS By using the Site, you represent and warrantthat: (1) all registration information you submit will be true, accurate,current, and complete; (2) you will maintain the accuracy of such informationand promptly update such registration information as necessary; (3) you have the legalcapacity and you agree to comply with these Terms of Use; (4) you are nota minor in the jurisdiction in which you reside; (5) you will not access the Site throughautomated or non-human means, whether through a bot, script or otherwise; (6) you will not usethe Site for any illegal or unauthorized purpose; and (7) your use of the Sitewill not violate any applicable law or regulation. If you provide any information that is untrue,inaccurate, not current, or incomplete, we have the right to suspend orterminate your account and refuse any and all current or future use of the Site(or any portion thereof). USER REGISTRATION You may be required to register with the Site.You agree to keep your password confidential and will be responsible for alluse of your account and password. We reserve the right to remove, reclaim, orchange a username you select if we determine, in our sole discretion, that suchusername is inappropriate, obscene, or otherwise objectionable. FEES AND PAYMENT We accept the following forms of payment: - Visa - Mastercard - AmericanExpress - Discover You may be required to purchase or pay a feeto access some of our services. You agree to provide current, complete, andaccurate purchase and account information for all purchases made via the Site.You further agree to promptly update account and payment information, includingemail address, payment method, and payment card expiration date, so that we cancomplete your transactions and contact you as needed. We bill you through anonline billing account for purchases made via the Site. Sales tax will be addedto the price of purchases as deemed required by us. We may change prices at anytime. All payments shall be in __________. You agree to pay all charges or fees at theprices then in effect for your purchases, and you authorize us to charge yourchosen payment provider for any such amounts upon making yourpurchase. If your purchase is subject to recurring charges, then youconsent to our charging your payment method on a recurring basis withoutrequiring your prior approval for each recurring charge, until you notify us ofyour cancellation. We reserve the right to correct any errors ormistakes in pricing, even if we have already requested or received payment. Wealso reserve the right to refuse any order placed through the Site. FREE TRIAL We offer a 14-day free trial to new userswho register with the Site. The account will be charged according to theuser’s chosen subscription at the end ofthe free trial. CANCELLATION You can cancel your subscription at any time by logging into your account.Your cancellation will take effect at the end of the current paid term. If you are unsatisfied with our services,please email us at support@scoutiq.co. SOFTWARE We may include software for use in connectionwith our services. If such software is accompanied by an end user licenseagreement (“EULA”), the terms of the EULA will govern your use of the software.If such software is not accompanied by a EULA, then we grant to you anon-exclusive, revocable, personal, and non-transferable license to use suchsoftware solely in connection with our services and in accordance with theseTerms of Use. Any Software and any related documentation is provided “as is”without warranty of any kind, either express or implied, including, withoutlimitation, the implied warranties of merchantability, fitness for a particularpurpose, or non-infringement. You accept any and all risk arising out of use orperformance of any Software. You may not reproduce or redistribute any softwareexcept in accordance with the EULA or these Terms of Use. PROHIBITED ACTIVITIES You may not access or use the Site for anypurpose other than that for which we make the Site available. The Site may notbe used in connection with any commercial endeavors except those that arespecifically endorsed or approved by us. As a user of the Site, you agree not to: 1. Systematically retrieve data or other content from theSite to create or compile, directly or indirectly, a collection, compilation,database, or directory without written permission from us.2. Make any unauthorized use of the Site, includingcollecting usernames and/or email addresses of users by electronic or othermeans for the purpose of sending unsolicited email, or creating user accountsby automated means or under false pretenses.3. Circumvent, disable, or otherwise interfere withsecurity-related features of the Site, including features that prevent orrestrict the use or copying of any Content or enforce limitations on the use ofthe Site and/or the Content contained therein.4. Use the Site to advertise or offer to sell goods andservices.5. Trick, defraud, or mislead us and other users, especiallyin any attempt to learn sensitive account information such as user passwords.6. Make improper use of our support services or submit falsereports of abuse or misconduct.7. Engage in any automated use of the system, such as usingscripts to send comments or messages, or using any data mining, robots, orsimilar data gathering and extraction tools.8. Interfere with, disrupt, or create an undue burden on theSite or the networks or services connected to the Site.9. Use any information obtained from the Site in order toharass, abuse, or harm another person.10. Use the Site as part of any effort to compete with us orotherwise use the Site and/or the Content for any revenue-generating endeavoror commercial enterprise.11. Attempt to bypass any measures of the Site designed toprevent or restrict access to the Site, or any portion of the Site.12. Harass, annoy, intimidate, or threaten any of ouremployees or agents engaged in providing any portion of the Site to you.13. Copy or adapt the Site’s software, including but notlimited to Flash, PHP, HTML, JavaScript, or other code.14. Upload or transmit (or attempt to upload or to transmit)viruses, Trojan horses, or other material, including excessive use of capitalletters and spamming (continuous posting of repetitive text), that interfereswith any party’s uninterrupted use and enjoyment of the Site or modifies,impairs, disrupts, alters, or interferes with the use, features, functions,operation, or maintenance of the Site.15. Upload or transmit (or attempt to upload or to transmit)any material that acts as a passive or active information collection ortransmission mechanism, including without limitation, clear graphicsinterchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similardevices (sometimes referred to as “spyware” or “passive collection mechanisms”or “pcms”).16. Except as may be the result of standard search engine orInternet browser usage, use, launch, develop, or distribute any automatedsystem, including without limitation, any spider, robot, cheat utility,scraper, or offline reader that accesses the Site, or using or launching anyunauthorized script or other software.17. Disparage, tarnish, or otherwise harm, in our opinion, usand/or the Site.18. Use the Site in a manner inconsistent with any applicablelaws or regulations. USER GENERATED CONTRIBUTIONS The Site does not offer users to submit orpost content. We may provide you with the opportunity to create, submit, post,display, transmit, perform, publish, distribute, or broadcast content andmaterials to us or on the Site, including but not limited to text, writings,video, audio, photographs, graphics, comments, suggestions, or personalinformation or other material (collectively, "Contributions").Contributions may be viewable by other users of the Site and throughthird-party websites. As such, any Contributions you transmit may be treated inaccordance with the Site Privacy Policy. When you create or make available anyContributions, you thereby represent and warrant that: 1. The creation, distribution, transmission,public display, or performance, and the accessing, downloading, or copying ofyour Contributions do not and will not infringe the proprietary rights,including but not limited to the copyright, patent, trademark, trade secret, ormoral rights of any third party.
2. You are the creator and owner of or have the necessary licenses,rights, consents, releases, and permissions to use and to authorize us, theSite, and other users of the Site to use your Contributions in any mannercontemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each andevery identifiable individual person in your Contributions to use the name orlikeness of each and every such identifiable individual person to enable inclusionand use of your Contributions in any manner contemplated by the Site and theseTerms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising,promotional materials, pyramid schemes, chain letters, spam, mass mailings, orother forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent,harassing, libelous, slanderous, or otherwise objectionable (as determined byus).
7. Your Contributions do not ridicule, mock, disparage, intimidate, orabuse anyone.
8. Your Contributions do not advocate the violent overthrow of anygovernment or incite, encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, orrule.
10. Your Contributions do not violate the privacy or publicity rights ofany third party.
11. Your Contributions do not contain any material that solicits personalinformation from anyone under the age of 18 or exploits people under the age of18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning childpornography, or otherwise intended to protect the health or well-being ofminors.
13. Your Contributions do not include any offensive comments that areconnected to race, national origin, gender, sexual preference, or physicalhandicap.
14. Your Contributions do not otherwise violate, or link to material thatviolates, any provision of these Terms of Use, or any applicable law orregulation. Any use of the Site in violation of theforegoing violates these Terms of Use and may result in, among other things,termination or suspension of your rights to use the Site. CONTRIBUTION LICENSE You and the Site agree that we may access,store, process, and use any information and personal data that you providefollowing the terms of the Privacy Policy and your choices (includingsettings). By submitting suggestions or other feedbackregarding the Site, you agree that we can use and share such feedback forany purpose without compensation to you. We do not assert any ownership over yourContributions. You retain full ownership of all of your Contributions and anyintellectual property rights or other proprietary rights associated with yourContributions. We are not liable for any statements or representations in yourContributions provided by you in any area on the Site. You are solelyresponsible for your Contributions to the Site and you expressly agree toexonerate us from any and all responsibility and to refrain from any legalaction against us regarding your Contributions. MOBILE APPLICATION LICENSE Use License If you access the Site via a mobileapplication, then we grant you a revocable, non-exclusive, non-transferable,limited right to install and use the mobile application on wireless electronicdevices owned or controlled by you, and to access and use the mobileapplication on such devices strictly in accordance with the terms andconditions of this mobile application license contained in these Terms of Use.You shall not: (1) decompile, reverse engineer, disassemble, attempt to derivethe source code of, or decrypt the application; (2) make any modification,adaptation, improvement, enhancement, translation, or derivative work from theapplication; (3) violate any applicable laws, rules, or regulations inconnection with your access or use of the application; (4) remove, alter, orobscure any proprietary notice (including any notice of copyright or trademark)posted by us or the licensors of the application; (5) use the application forany revenue generating endeavor, commercial enterprise, or other purpose forwhich it is not designed or intended; (6) make the application available over anetwork or other environment permitting access or use by multiple devices orusers at the same time; (7) use the application for creating a product,service, or software that is, directly or indirectly, competitive with or inany way a substitute for the application; (8) use the application to sendautomated queries to any website or to send any unsolicited commercial e-mail;or (9) use any proprietary information or any of our interfaces or our otherintellectual property in the design, development, manufacture, licensing, ordistribution of any applications, accessories, or devices for use with theapplication. Apple and AndroidDevices The following terms apply when you use amobile application obtained from either the Apple Store or Google Play (each an“App Distributor”) to access the Site: (1) the license granted to you for ourmobile application is limited to a non-transferable license to use theapplication on a device that utilizes the Apple iOS or Android operatingsystems, as applicable, and in accordance with the usage rules set forth in theapplicable App Distributor’s terms of service; (2) we are responsible forproviding any maintenance and support services with respect to the mobileapplication as specified in the terms and conditions of this mobile applicationlicense contained in these Terms of Use or as otherwise required underapplicable law, and you acknowledge that each App Distributor has no obligationwhatsoever to furnish any maintenance and support services with respect to themobile application; (3) in the event of any failure of the mobile applicationto conform to any applicable warranty, you may notify the applicable AppDistributor, and the App Distributor, in accordance with its terms andpolicies, may refund the purchase price, if any, paid for the mobileapplication, and to the maximum extent permitted by applicable law, the AppDistributor will have no other warranty obligation whatsoever with respect tothe mobile application; (4) you represent and warrant that (i) you are notlocated in a country that is subject to a U.S. government embargo, or that hasbeen designated by the U.S. government as a “terrorist supporting” country and(ii) you are not listed on any U.S. government list of prohibited or restrictedparties; (5) you must comply with applicable third-party terms of agreementwhen using the mobile application, e.g., if you have a VoIP application, thenyou must not be in violation of their wireless data service agreement whenusing the mobile application; and (6) you acknowledge and agree that the AppDistributors are third-party beneficiaries of the terms and conditions in thismobile application license contained in these Terms of Use, and that each AppDistributor will have the right (and will be deemed to have accepted the right)to enforce the terms and conditions in this mobile application licensecontained in these Terms of Use against you as a third-party beneficiarythereof. SUBMISSIONS You acknowledge and agree that any questions,comments, suggestions, ideas, feedback, or other information regarding the Site("Submissions") provided by you to us are non-confidential and shallbecome our sole property. We shall own exclusive rights, including allintellectual property rights, and shall be entitled to the unrestricted use anddissemination of these Submissions for any lawful purpose, commercial orotherwise, without acknowledgment or compensation to you. You hereby waive allmoral rights to any such Submissions, and you hereby warrant that any suchSubmissions are original with you or that you have the right to submit suchSubmissions. You agree there shall be no recourse against us for any alleged oractual infringement or misappropriation of any proprietary right in yourSubmissions. THIRD-PARTY WEBSITES AND CONTENT The Site may contain (or you may be sent viathe Site) links to other websites ("Third-Party Websites") as well asarticles, photographs, text, graphics, pictures, designs, music, sound, video,information, applications, software, and other content or items belonging to ororiginating from third parties ("Third-Party Content"). SuchThird-Party Websites and Third-Party Content are not investigated, monitored,or checked for accuracy, appropriateness, or completeness by us, and we are notresponsible for any Third-Party Websites accessed through the Site or anyThird-Party Content posted on, available through, or installed from the Site,including the content, accuracy, offensiveness, opinions, reliability, privacypractices, or other policies of or contained in the Third-Party Websites or theThird-Party Content. Inclusion of, linking to, or permitting the use orinstallation of any Third-Party Websites or any Third-Party Content does notimply approval or endorsement thereof by us. If you decide to leave the Siteand access the Third-Party Websites or to use or install any Third-PartyContent, you do so at your own risk, and you should be aware these Terms of Useno longer govern. You should review the applicable terms and policies,including privacy and data gathering practices, of any website to which younavigate from the Site or relating to any applications you use or install fromthe Site. Any purchases you make through Third-Party Websites will be throughother websites and from other companies, and we take no responsibilitywhatsoever in relation to such purchases which are exclusively between you andthe applicable third party. You agree and acknowledge that we do not endorsethe products or services offered on Third-Party Websites and you shall hold usharmless from any harm caused by your purchase of such products or services.Additionally, you shall hold us harmless from any losses sustained by you orharm caused to you relating to or resulting in any way from any Third-PartyContent or any contact with Third-Party Websites. U.S. GOVERNMENT RIGHTS Our services are “commercial items” as definedin Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquiredby or on behalf of any agency not within the Department of Defense (“DOD”), ourservices are subject to the terms of these Terms of Use in accordance with FAR12.212 (for computer software) and FAR 12.211 (for technical data). If ourservices are acquired by or on behalf of any agency within the Department ofDefense, our services are subject to the terms of these Terms of Use inaccordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202‑3. Inaddition, DFARS 252.227‑7015 applies to technical data acquired by the DOD.This U.S. Government Rights clause is in lieu of, and supersedes, any otherFAR, DFARS, or other clause or provision that addresses government rights incomputer software or technical data under these Terms of Use. SITE MANAGEMENT We reserve the right, but not the obligation,to: (1) monitor the Site for violations of these Terms of Use; (2) takeappropriate legal action against anyone who, in our sole discretion, violatesthe law or these Terms of Use, including without limitation, reporting suchuser to law enforcement authorities; (3) in our sole discretion and withoutlimitation, refuse, restrict access to, limit the availability of, or disable(to the extent technologically feasible) any of your Contributions or anyportion thereof; (4) in our sole discretion and without limitation, notice, orliability, to remove from the Site or otherwise disable all files and contentthat are excessive in size or are in any way burdensome to our systems; and (5)otherwise manage the Site in a manner designed to protect our rights andproperty and to facilitate the proper functioning of the Site. TERM AND TERMINATION These Terms of Use shall remain in full forceand effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESETERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUTNOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKINGCERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDINGWITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANTCONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAYTERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANYCONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OURSOLE DISCRETION. If we terminate or suspend your account forany reason, you are prohibited from registering and creating a new accountunder your name, a fake or borrowed name, or the name of any third party, evenif you may be acting on behalf of the third party. In addition to terminatingor suspending your account, we reserve the right to take appropriate legalaction, including without limitation pursuing civil, criminal, and injunctiveredress. MODIFICATIONS AND INTERRUPTIONS We reserve the right to change, modify, orremove the contents of the Site at any time or for any reason at our solediscretion without notice. However, we have no obligation to update anyinformation on our Site. We also reserve the right to modify or discontinue allor part of the Site without notice at any time. We will not be liable to you orany third party for any modification, price change, suspension, ordiscontinuance of the Site. We cannot guarantee the Site will be availableat all times. We may experience hardware, software, or other problems or needto perform maintenance related to the Site, resulting in interruptions, delays,or errors. We reserve the right to change, revise, update, suspend,discontinue, or otherwise modify the Site at any time or for any reason withoutnotice to you. You agree that we have no liability whatsoever for any loss,damage, or inconvenience caused by your inability to access or use the Siteduring any downtime or discontinuance of the Site. Nothing in these Terms ofUse will be construed to obligate us to maintain and support the Site or tosupply any corrections, updates, or releases in connection therewith. GOVERNING LAW These Terms shall be governed by and definedfollowing the laws of __________. ScoutIQ LLC and yourselfirrevocably consent that the courts of __________ shall haveexclusive jurisdiction to resolve any dispute which may arise in connectionwith these terms. DISPUTE RESOLUTION Informal Negotiations To expedite resolution and control the cost of any dispute, controversy, orclaim related to these Terms of Use (each a "Dispute" andcollectively, the “Disputes”) brought by either you or us (individually, a“Party” and collectively, the “Parties”), the Parties agree to first attempt tonegotiate any Dispute (except those Disputes expressly provided below)informally for at least thirty (30) days before initiatingarbitration. Such informal negotiations commence upon written notice from oneParty to the other Party. Binding Arbitration Any dispute arising out of or in connection withthis contract, including any question regarding its existence, validity, ortermination, shall be referred to and finally resolved by the InternationalCommercial Arbitration Court under the European Arbitration Chamber (Belgium,Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which,as a result of referring to it, is considered as the part of this clause. Thenumber of arbitrators shall be __________. The seat, or legal place, ofarbitration shall be __________. The language to be used in the arbitralproceedings shall be __________. The governing law of the contract shallbe the substantive law of __________. Restrictions The Parties agree that any arbitration shall belimited to the Dispute between the Parties individually. To the full extentpermitted by law, (a) no arbitration shall be joined with any other proceeding;(b) there is no right or authority for any Dispute to be arbitrated on aclass-action basis or to utilize class action procedures; and (c) there is noright or authority for any Dispute to be brought in a purported representativecapacity on behalf of the general public or any other persons. Exceptions to Informal Negotiations andArbitration The Parties agree that the following Disputesare not subject to the above provisions concerning informal negotiations andbinding arbitration: (a) any Disputes seeking to enforce or protect, orconcerning the validity of, any of the intellectual property rights of a Party;(b) any Dispute related to, or arising from, allegations of theft, piracy,invasion of privacy, or unauthorized use; and (c) any claim for injunctiverelief. If this provision is found to be illegal or unenforceable, then neitherParty will elect to arbitrate any Dispute falling within that portion of thisprovision found to be illegal or unenforceable and such Dispute shall bedecided by a court of competent jurisdiction within the courts listed forjurisdiction above, and the Parties agree to submit to the personaljurisdiction of that court. CORRECTIONS There may be information on the Site thatcontains typographical errors, inaccuracies, or omissions, includingdescriptions, pricing, availability, and various other information. We reservethe right to correct any errors, inaccuracies, or omissions and to change orupdate the information on the Site at any time, without prior notice. DISCLAIMER THE SITE IS PROVIDED ON AN AS-IS ANDAS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILLBE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALLWARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USETHEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WEMAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THESITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILLASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, ORINACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE,OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALLPERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANYINTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS,VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THESITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT ANDMATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USEOF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCTOR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANYHYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANYBANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLEFOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OFPRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANYMEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISECAUTION WHERE APPROPRIATE. LIMITATIONS OF LIABILITY IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BELIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE,EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OURLIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THEACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BYYOU TO US DURING THE FOUR (4) MONTH PERIOD PRIOR TO ANY CAUSE OFACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOWLIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAINDAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS ORLIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. INDEMNIFICATION You agree to defend, indemnify, and hold usharmless, including our subsidiaries, affiliates, and all of our respectiveofficers, agents, partners, and employees, from and against any loss, damage,liability, claim, or demand, including reasonable attorneys’ fees and expenses,made by any third party due to or arising out of: (1) use of the Site; (2)breach of these Terms of Use; (3) any breach of your representations andwarranties set forth in these Terms of Use; (4) your violation of the rights ofa third party, including but not limited to intellectual property rights; or(5) any overt harmful act toward any other user of the Site with whom youconnected via the Site. Notwithstanding the foregoing, we reserve the right, atyour expense, to assume the exclusive defense and control of any matter forwhich you are required to indemnify us, and you agree to cooperate, at yourexpense, with our defense of such claims. We will use reasonable efforts tonotify you of any such claim, action, or proceeding which is subject to thisindemnification upon becoming aware of it. USER DATA We will maintain certain data that you transmitto the Site for the purpose of managing the performance of the Site, as well asdata relating to your use of the Site. Although we perform regular routinebackups of data, you are solely responsible for all data that you transmit orthat relates to any activity you have undertaken using the Site. You agree thatwe shall have no liability to you for any loss or corruption of any such data,and you hereby waive any right of action against us arising from any such lossor corruption of such data. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, ANDSIGNATURES Visiting the Site, sending us emails, and completing online formsconstitute electronic communications. You consent to receive electroniccommunications, and you agree that all agreements, notices, disclosures, andother communications we provide to you electronically, via email and on theSite, satisfy any legal requirement that such communication be in writing. YOUHEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHERRECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OFTRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive anyrights or requirements under any statutes, regulations, rules, ordinances, orother laws in any jurisdiction which require an original signature or deliveryor retention of non-electronic records, or to payments or the granting ofcredits by any means other than electronic means. CALIFORNIA USERS AND RESIDENTS If any complaint with us is not satisfactorilyresolved, you can contact the Complaint Assistance Unit of the Division ofConsumer Services of the California Department of Consumer Affairs in writingat 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or bytelephone at (800) 952-5210 or (916) 445-1254. MISCELLANEOUS These Terms of Use and any policies or operatingrules posted by us on the Site or in respect to the Site constitute the entireagreement and understanding between you and us. Our failure to exercise orenforce any right or provision of these Terms of Use shall not operate as awaiver of such right or provision. These Terms of Use operate to the fullestextent permissible by law. We may assign any or all of our rights andobligations to others at any time. We shall not be responsible or liable forany loss, damage, delay, or failure to act caused by any cause beyond ourreasonable control. If any provision or part of a provision of these Terms ofUse is determined to be unlawful, void, or unenforceable, that provision orpart of the provision is deemed severable from these Terms of Use and does notaffect the validity and enforceability of any remaining provisions. There is nojoint venture, partnership, employment or agency relationship created betweenyou and us as a result of these Terms of Use or use of the Site. You agree thatthese Terms of Use will not be construed against us by virtue of having draftedthem. You hereby waive any and all defenses you may have based on theelectronic form of these Terms of Use and the lack of signing by the partieshereto to execute these Terms of Use. CONTACT US In order to resolve a complaint regarding the Site or to receivefurther information regarding use of the Site, please contact us at: ScoutIQ LLC14 Inverness Dr ESuit G-236Englewood, CO 80112United StatesPhone: support@scoutiq.coThese terms of use were created using Termly’s Terms and Conditions Generator.