Terms Of Service - ScoutChat

TERMS OF SERVICE

These Terms of Service define the terms on which Brask Technologies, Inc., an Illinois corporation (“Vendor”), provides users with access to and use of ScoutChat.

BY CHOOSING TO USE ScoutChat, USERS ACKNOWLEDGE THAT THEY HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO THEM.

DEFINITIONS.
The following capitalized terms will have the meanings specified below whenever used in these Terms:

1.1	“ScoutChat” means Vendor’s website at ScoutChat.us and the associated iOS, Android, and Windows apps.
1.2	“Unit” means the troop, crew, or other group which chooses to use ScoutChat.
1.2	“User” means any person who uses ScoutChat, whether authorized or not.
1.3	“User Data” means data in electronic form input or collected through ScoutChat by or from Users.
1.4	“Documentation” means Vendor's help, directions, and tutorials embedded in ScoutChat.
1.5	“Privacy Policy” means Vendor’s privacy policy, currently posted at www.ScoutChat.us/Privacy.

SCOUTCHAT.

2.1	Use of ScoutChat. Users may access and use ScoutChat.
2.2	Documentation. Users may reproduce and use the Documentation solely as necessary to support their use of ScoutChat.
2.3	ScoutChat Revisions. Vendor may revise ScoutChat features and functions at any time, including by removing such features and functions or reducing service levels.
2.4	Usage Rules. Users and Units are responsible for all content they provide and all activities on ScoutChat. They must use ScoutChat in accordance with all applicable laws and regulations. Users will not post any objectionable content, as solely determined by Vendor. In keeping with youth protection, ScoutChat policy permits the entry of youth phone numbers only by parents; Users and Units agree not to circumvent that policy.

USER DATA & PRIVACY.

3.1	Use of User Data. Unless it receives User’s prior written consent, Vendor: (a) shall not access, process, or otherwise use User Data other than as necessary to facilitate ScoutChat; and (b) shall not intentionally grant any third party access to User Data, including Vendor’s other users, except subcontractors subject to a reasonable nondisclosure agreement. Notwithstanding the foregoing, Vendor may disclose User Data as required by applicable law or by proper legal or governmental authority. Vendor shall give User prompt notice of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise contest such required disclosure, at User’s expense.
3.2	Risk of Exposure. . User and Unit recognize and agree that hosting data online involves risks of unauthorized disclosure or exposure, and that, in accessing and using ScoutChat, the User and Unit assume such risks. Vendor offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through errors or the actions of third parties.
3.3	Data Accuracy. Vendor will have no responsibility or liability for the accuracy of data uploaded to ScoutChat by Users, including User Data and any other data uploaded by Users.
3.4	Data Deletion. Vendor may permanently erase User Data if Unit’s account is delinquent, suspended, or terminated for 60 days or more.
3.5	Retention Period. ScoutChat is not intended to be the primary repository of User Data. Vendor may permanently delete User Data such as event data, files, photos, and chat messages after 1 year. Vendor may also permanently delete User Data when the User Data for the Unit exceeds 1GB. Vendor may permanently delete User Data for meeting events (events titled with the word “meeting”) after the event has ended.

USER’S RESPONSIBILITIES & RESTRICTIONS.

4.1	Acceptable Use. User shall not: (a) provide ScoutChat passwords to any third party; (b) access ScoutChat to build a competitive product or service, or to copy any ideas, features, functions, or graphics of ScoutChat; or (c) engage in web scraping or data scraping on or related to ScoutChat, including collection of information through software that simulates human activity or any bot or web crawler. If Vendor suspects any breach of this Section, including by Users, Vendor may suspend User’s access to ScoutChat without advance notice, in addition to other remedies Vendor may have. These Terms do not require Vendor to take any action against any User or other third party for violating this Section but allow Vendor to take action it deems appropriate.
4.2	Unauthorized Access. User shall take reasonable steps to prevent unauthorized access to ScoutChat, including protecting passwords and other login information. User shall notify Vendor immediately of any known or suspected unauthorized use of ScoutChat or breach of its security and shall use best efforts to stop the breach.
4.3	Compliance with Laws. In using ScoutChat, User shall comply with all applicable laws, including those governing the protection of personally identifiable information and other laws applicable to the protection of User Data.
4.4	Users & ScoutChat Access. User is responsible and liable for: (a) Users’ use of ScoutChat, including unauthorized User conduct and any User conduct that violates these Terms; and (b) any use of ScoutChat through User’s account, whether authorized or unauthorized.

IP & FEEDBACK.

5.1

IP Rights to ScoutChat. Vendor retains all rights, title, and interest in and to ScoutChat, including all software used to provide ScoutChat and all graphics, user interfaces, logos, and trademarks reproduced through ScoutChat. These Terms do not grant User or Unit any intellectual property license or rights in ScoutChat or any of its components. User acknowledges that ScoutChat and its components are protected by copyright and other laws.

5.2

Feedback. Vendor does not agree to treat as confidential any Feedback (defined below) provided by Users, and nothing in these Terms will restrict Vendor’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback without compensating or crediting the User. Notwithstanding Article 6 below, Feedback will not be considered Confidential Information, although information transmitted with Feedback or related to Feedback may be considered Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of Vendor’s products or services.)

CONFIDENTIAL INFORMATION.
“Confidential Information” refers to the following items disclosed by Vendor to User: (a) any document marked “Confidential”; (b) any information orally designated as “Confidential” at the time of disclosure, provided Vendor confirms such designation in writing within 3 business days; (c) the Documentation, whether or not marked or designated confidential; and (d) any other nonpublic, sensitive information User should reasonably consider a trade secret or otherwise confidential. Confidential Information does not include information that: (i) is in User’s possession at the time of disclosure; (ii) is independently developed by User without use of or reference to Confidential Information; (iii) becomes publicly known, before or after disclosure, other than as a result of User’s improper action or inaction; or (iv) is approved for release in writing by User. User is on notice that the Confidential Information may include Vendor’s valuable trade secrets.

6.1	Nondisclosure. User shall not use Confidential Information for any purpose other than Unit communications (the “Purpose”). User shall not disclose Confidential Information to any third party without Vendor’s prior written consent. User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. User shall promptly notify Vendor of any misuse or misappropriation of Confidential Information that comes to User’s attention. User may disclose Confidential Information as required by law or proper legal or governmental authority. User shall give Vendor prompt notice of any such demand and reasonably cooperate with Vendor in any effort to seek a protective order or contest the disclosure, at Vendor’s expense.
6.2	Injunction. User agrees that a breach of this Article would cause Vendor irreparable harm for which monetary damages would be inadequate, and that Vendor will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
6.3	Termination & Return. The obligations of Section 6.1 (Nondisclosure) will terminate one year after the date of disclosure; provided, however, that obligations related to Confidential Information constituting Vendor’s trade secrets will continue as long as such information remains subject to trade secret protection under applicable law.
6.4	Retention of Rights. These Terms do not transfer ownership of Confidential Information or grant a license. Vendor will retain all rights, title, and interest in and to all Confidential Information.

REPRESENTATIONS & WARRANTIES.

7.1

From Vendor. Vendor represents and warrants that it owns ScoutChat and each of its components or holds a valid license thereto and has and will maintain the authority to grant the rights under these Terms without further consent from any third party. This warranty does not apply to use of ScoutChat in combination with non-Vendor software. If Vendor breaches this warranty, it shall, at its own expense, promptly: (a) secure User’s right to continue using ScoutChat; (b) replace or modify ScoutChat to make it non-infringing; or (c) terminate the infringing features of ScoutChat and refund any prepaid fees for such features in proportion to the remaining term. This remedy is User’s sole remedy for breach of warranty and for potential or actual intellectual property infringement by ScoutChat.

7.2

Warranty Disclaimers. Except as stated in Section 7.1, USER ACCEPTS SCOUTCHAT “AS IS” AND AS AVAILABLE, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING: (a) VENDOR HAS NO OBLIGATION TO INDEMNIFY OR DEFEND UNIT OR USERS AGAINST CLAIMS RELATED TO INTELLECTUAL PROPERTY INFRINGEMENT; (b) VENDOR DOES NOT WARRANT THAT SCOUTCHAT WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (c) VENDOR DOES NOT WARRANT THAT SCOUTCHAT IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE

INDEMNIFICATION.
User shall defend, indemnify, and hold harmless Vendor and its affiliates (defined below) against any “Indemnified Claim”, which means any third-party claim, suit, or proceeding arising out of or related to User’s use or misuse of ScoutChat, including without limitation: (a) claims by Users; (b) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information, including User Data; (c) claims related to infringement or violation of a copyright, trademark, trade secret, or privacy or confidentiality right by content uploaded to ScoutChat through User’s account, including User Data; and (d) claims that use of ScoutChat through User’s account harasses, defames, or defrauds a third party or violates the CAN-Spam Act of 2003 or any other law or restriction on electronic advertising. Indemnified Claims include claims arising out of Vendor’s negligence. User’s obligations include retaining and paying attorneys, court costs, settlements, and judgments. Vendor has the right, not to be exercised unreasonably, to reject any settlement or compromise that requires an admission of wrongdoing or liability or imposes ongoing affirmative obligations. (The “Vendor Affiliates” are Vendor’s officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)

LIMITATION OF LIABILITY.

9.1	Dollar Cap. VENDOR’S CUMULATIVE LIABILTY WILL NOT EXCEED AMOUNTS PAID TO VENDOR.
9.2	Exclusion of Consequential Damages. EXCEPT FOR BREACHES OF ARTICLE 6 (CONFIDENTIAL INFORMATION), IN NO EVENT WILL VENDOR BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO USING SCOUTCHAT.
9.3	Clarifications & Disclaimers. THE LIMITATIONS IN THIS ARTICLE APPLY TO LIABILITY FOR NEGLIGENCE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS ARTICLE, VENDOR’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. FOR CLARITY, THESE LIABILITY LIMITS AND OTHER RIGHTS ALSO APPLY TO VENDOR’S AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, AGENTS, SPONSORS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AND OTHER REPRESENTATIVES.

MISCELLANEOUS.

10.1	Notices. Vendor may send notices to Unit’s email contact provided by Unit, and such notices will be deemed received 24 hours after being sent. Unit or User may send notices to Support@Brask.us, and such notices will be deemed received 72 hours after being sent.
10.2	Force Majeure. Vendor will not be liable for delays or failure to perform caused by acts of war, terrorism, natural disasters, strikes, labor disputes, riots, embargoes, or other causes beyond Vendor’s reasonable control.
10.3	Assignment & Successors. User or Unit may not assign any of its rights or obligations under these Terms without Vendor’s express written consent. These Terms will be binding upon and inure to the benefit of the parties’ respective successors and assigns, except as restricted in this Section.
10.4	Severability. To the extent permitted by law, any provision of these Terms that is found invalid or unenforceable will be interpreted to fulfill its intended purpose to the maximum extent permitted, and the remaining provisions will continue in full force and effect.
10.5	No Waiver. Vendor will not be deemed to have waived any of its rights under these Terms by lapse of time or by any statement other than by an authorized representative in a written waiver. No waiver of a breach of these Terms will constitute a waiver of any other breach.
10.6	Choice of Law & Jurisdiction: These Terms and all claims arising out of or related to these Terms will be governed by the internal laws of the State of Illinois, including applicable federal law, without reference to conflicts of law principles. The parties consent to the exclusive jurisdiction of the federal and state courts in Lake County, Illinois. This Section governs all claims arising out of or related to these Terms, including tort claims.
10.7	Conflicts. In the event of any conflict between these Terms and any Vendor policy posted online, including the Privacy Policy, these Terms will govern.
10.8	Technology Export. User shall not: (a) permit any third party to access or use ScoutChat in violation of U.S. law or regulations; or (b) export any software provided by Vendor or otherwise remove it from the United States except in compliance with all applicable U.S. laws and regulations. Without limiting the foregoing, User shall not permit any third party to access or use ScoutChat in, or export such software to, a country subject to a U.S. embargo (as of the Effective Date, the Balkans, Belarus, Burma, Côte d'Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe).
10.9	Entire Agreement. These Terms set forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
10.10	Amendment. Vendor may amend these Terms from time to time by posting an amended version on its website and sending Units written notice thereof.