Scout Terms and Conditions

Last Modified: September 2, 2020

By downloading, browsing, accessing or using this application or portal (“Software” or “Application”), you agree to be bound by these Terms and Conditions of Use (“Standard Terms” or “Terms and Conditions of Use”). We reserve the right to amend these Standard Terms at any time. If you disagree with any of these Terms and Conditions of Use, you must immediately discontinue your access to the Application and your use of the services offered on or in connection with the Application. Continued use of the Application will constitute acceptance of these Terms and Conditions of Use, as may be amended from time to time. These Terms and Conditions of Use also apply to and govern the provision of any Services provided by Soroco Americas Private Limited or any of its affiliates (“Soroco”) to you in connection with the Application. Not with standing anything herein to the contrary, if you (or your organization has agreed separate legal terms with Soroco under a formal agreement (“Formal Agreement”), the terms of such Formal Agreement shall control and prevail in the event of any conflict with these Standard Terms.

1. License Grant – Except as may be otherwise agreed in writing, Soroco grants you a personal, non-exclusive, non-transferable, limited license to use the Application or any associated documentation, materials or deliverables provided as a result of use of the Application or associated services (“Materials”) for your own use or internal business purposes and only for the duration set forth in an order form or SOW agreed between you and Soroco.

2. Ownership – Soroco owns all right, title and interest in and to the Software, Materials and any modifications thereto. Soroco also retains all rights in information collected by Soroco about its own personnel, including those collected in the course of performance of any Services. You shall not directly or indirectly (i) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any Software or Materials to a third party; or (ii) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Application or encourage others to do so. Nothing contained on the Application should be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the Application without Soroco’s written permission. Misuse of any trademarks or any other content displayed on the Application is prohibited.

3. Services – Soroco will provide you the Services specified in an SOW or as otherwise provided by Soroco in the normal course of your using the Application (“Services”). Services are provided to you solely for internal use and should not be used to supply any consulting, support or training services to any third party. You agree to provide Soroco with such cooperation, materials, information, access and support which Soroco reasonably requires, to allow Soroco to successfully provide the Services, including those identified in the SOW (if any).

3. Payment – You (or your organization, as applicable) agree to pay Soroco the fees identified in the SOW (if any) and will unless otherwise agreed by the parties, reimburse Soroco for all travel requested by you from Soroco in providing the Services. You will pay all invoices within thirty (30) days of receipt thereof. All fees will be exclusive of all applicable taxes unless otherwise agreed.

4. Warranty – Soroco warrants that: (i) the Software and Materials will not infringe, violate or misappropriate any third-party proprietary rights; and (ii) the Software when made available to you is free of any viruses or computer program or code that intentionally corrupts computing systems. Other than as aforesaid, the Software and Services are provided “as is” without any additional warranties of any kind (express or implied), including implied warranties of merchantability and fitness for purpose. Soroco does not warrant that your use of the Services or the Mobile Application will be uninterrupted and does not warrant that any information (or messages) transmitted via the Application will be transmitted accurately, reliably, in a timely manner or at all. Notwithstanding that Soroco use reasonable endeavours to allow uninterrupted access to the Application.

5. Indemnification – Each party (in this context, the “Indemnifying Party”) will indemnify the other party and its affiliates from and against all third-party claims and expenses (including reasonable attorneys’ fees) to the extent arising from: (i) actual infringement, violation or misappropriation of any third-party proprietary right due to the Indemnifying Party’s fault; or (ii) any actual violation of law, gross negligence, wilful misconduct, or fraud. Soroco reserves the right to block access to and/or to edit or remove any material which in its reasonable opinion may give rise to a breach of these Terms and Conditions of Use.

6. Liability – Neither party will be liable for any incidental or consequential damages (including lost profits, lost data or loss of good will) arising under these Standard Terms or otherwise. Either Party’s liability for direct damages whether in contract or tort, will not exceed the fees and charges paid by you under the applicable SOW.

7. Confidentiality – “Confidential Information” means all information of a confidential nature including without limitation drawings, customer details, specifications, documents, computer programs, trade secrets, and other data which either party may impart to the other which is designated as confidential or should reasonably be understood by the receiving party as confidential in the circumstances surrounding disclosure. Confidential Information does not include information that was: (i) public knowledge at the time of its disclosure; or (ii) subsequently becomes public knowledge (through no fault of the receiving party); or (iii) subsequently comes lawfully into the possession of the receiving party from a third party; or iv) becomes known to a party from another source without confidentiality restriction on subsequent disclosure or use; or (v) is disclosed pursuant to any judicial or governmental request or order; provided that the receiving party takes reasonable steps to give disclosing party sufficient prior notice so that it may contest or limit any such request or order.

Soroco and you undertake to treat as confidential the Confidential Information and undertake not to disclose to third parties or make use of any Confidential Information except for the purpose of fulfilling obligations under these Standard Terms. Each of Soroco and you shall also impose this duty of confidentiality on (where applicable) their own staff, subcontractors, and other authorized persons. The obligations under this section shall continue to apply for a period of three year post the termination of these Standard Terms or the applicable order form.

On termination of this Agreement or at any time on request by either party, the recipient shall return all items which it has received from the other including without limitation documents, hardware and software and destroy all copies of the same which it has under its possession or control.

8. Termination – Either you or Soroco may terminate these Standard Terms or the applicable order form (if any) or the Services upon 60 days’ prior written notice in the event of a material breach of the other party’s obligations hereunder. Termination shall not prejudice or affect any right or action or remedy that has accrued or shall thereafter accrue in relation to either party, including any fees or payments due from you or your affiliates to Soroco that are incurred and become due prior to the date of termination. Clauses 2, 3, 4, 5, 6, 7 and 8 will survive the termination or expiry of these Standard Terms.

9. Miscellaneous. These Standard Terms constitute the entire agreement between the parties relating to the matters discussed herein and supersedes all prior communications and agreements between the parties with respect thereto. These Standard Terms may be amended, modified, or waived only with the mutual written consent of the parties hereto. These Standard Terms will not be assignable by either party without the prior written consent of the other party; provided that prior written consent will not be required for any assignment by a party to an Affiliate. Subject to the limitations set forth in these Standard Terms, these Standard Terms will inure to the benefit of and be binding upon the parties and their respective successors and assigns. If a provision of these Standard Terms is held invalid under any applicable law, such invalidity will not affect any other provision of these Standard Terms that can be given effect without the invalid provision. These Standard Terms will be governed by internal laws of the Commonwealth of Massachusetts without reference to its choice of law rules. Exclusive jurisdiction over and venue of any suit arising out of or relating to these Standard Terms will be in the state and federal courts located in Suffolk County, Massachusetts; provided, nothing limits the ability of a party to obtain injunctive relief in any jurisdiction. All notices hereunder will be given in writing, will refer to these Standard Terms and will be personally delivered or sent by overnight courier, electronic mail, or registered or certified mail (return receipt requested) to the address set forth in the signature section below.

10. Privacy. Access to the Application and use of the Services offered on the Application by Soroco and/or its affiliates is subject to Soroco’s privacy policy. By accessing the Application and by continuing to use the Services offered, you are deemed to have accepted this Privacy Policy, and in particular, you are deemed to have consented to our use and disclosure of your personal information in the manner prescribed in this Privacy Policy and for the purposes. We reserve the right to amend this Privacy Policy from time to time. If you disagree with any part of this Privacy Policy, you must immediately discontinue your access to the Application and your use of the Services.

Soroco collects data from you, through its interactions with you and through its products. You provide some of this data directly or such data may be collected by Soroco during your interactions, use and experiences with our products. The data we collect depends on the context of your interactions with Soroco.

Soroco will use your personal information only for the following purposes:

Provide Soroco’s products, which includes updating, securing and troubleshooting, as well as providing support. It also includes sharing data, when it is required to provide the service or carry out the transactions you request.
Improve and develop Soroco’s products
Personalize Soroco’s products and make recommendations.

Before or at the time of collecting personal information, Soroco will identify the purposes for which information is being collected. Soroco will collect and use personal information solely with the objective of fulfilling those purposes specified by Soroco, unless we obtain the consent of the individual concerned or as required by law.

To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and Switzerland are processed by Soroco, the Standard Contractual Clauses set forth by the EU Commission Decision of 15 June 2001 (Decision 2001/497/EC) shall apply, as further set forth in a Data Processing Agreement (if any) agreed between you and Soroco. For the purposes of the Standard Contractual Clauses, you and your applicable affiliates (if any) are each the data exporter, and your acceptance of this Agreement, and an applicable affiliate’s execution of an Order Form, shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by you made within 30 days after the effective date of termination or expiration of these Standard Terms or Order Form, Soroco will make your data available to you for export or download as provided in the applicable documentation. After such 30-day period, Soroco will have no obligation to maintain or provide any data and will thereafter delete or destroy all copies of your data in its systems or otherwise in its possession or control, unless legally prohibited.

Soroco will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of your data.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.