Terms of Use

Effective 19th February 2024

Our earlier terms can be found here
Terms of Use icon-01

Terms of Use

Effective 19th February 2024

Our earlier terms can be found here

These Terms of Use apply to your use of Scout and Soroco’s other services, along with any associated software applications and websites (together, “Services”). These Terms of Use (“Terms”) form an agreement between you and Soroco Americas Private Limited, a Delaware corporation and its Affiliates, and they include our service terms and important provisions for resolving disputes. By using our Services, you agree to these Terms.

In the event of any inconsistencies between these Terms and an order signed between you and us (“Order”), these terms shall take precedence over the Order, unless expressly indicated otherwise in such Order. Any terms included in any purchase order, general terms of business or such other document provided by you will not be binding on Soroco or its Affiliates.
1. Definitions
“Affiliate” means, with respect to either of us, any entity directly or indirectly controlling, controlled by or under common control with either of us, where control may be by either management authority, contract or equity interest. “Affiliates” means multiple such entities.
“Confidential Information” means information or material disclosed by either you or us (“disclosing party”) to the other party (“receiving party”) that is: (a) marked as confidential or proprietary at the time of disclosure; (b) if first disclosed orally or observed, is identified as confidential or proprietary at the time of the disclosure; or (c) by its nature is normally and reasonably considered confidential. Confidential Information does not include information or material that is: (a) known by the receiving party prior to learning it from the disclosing party under these Terms; (b) disclosed to the receiving party by a third party without an obligation of confidentiality or breach of confidentiality to which such third party is subject; (c) available to the public not through a breach of these Terms by the receiving party; (d) is disclosed by the disclosing party to a third party, without a duty of confidentiality on the third party; or (e) independently developed by the receiving party without use of or reference to Confidential Information. Your Confidential Information includes Input Content, Output Content, and Feedback.
“Content” means Input Content and Output Content.
“Input Content” means any input provided by you to the Service or associated software for processing including any data, documents, files, information, materials, prompts, text, and metadata associated with any of the foregoing.
“Documentation” means the manuals, handbooks, and other written materials related to the Use of the Service, whether in hard copy or soft copy form, that are provided by us along with the Service, and as may be updated by us from time to time.
“Feedback” means any feedback, ideas, or suggested improvements provided by you regarding the Service, including any Content.
“Output Content” means any output provided to you that is generated by the Service based on the Input Content.
“Service” or “Software” means our proprietary software and associated services in machine-readable, object code form only, related Documentation, and all modifications made thereto by us, and any updates or upgrades that we may provide to you under these Terms.
“Use” means the installation, displaying or operation of the Services, as authorized by us.
2. License
Subject to these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable license to Use the Service only for your internal use in connection with your ordinary business operations, during the term agreed under the applicable Order. You may (a) reproduce, install and use the Service as authorized by us; and (b) reproduce and install up to the number of seats/licenses we have issued to you.
3. Intellectual Property
The Services are provided as a license and is not ‘sold’. Title to the Services and all associated intellectual property rights, including any improvements, modifications or derivative works of it, are solely retained by us. All rights in the Services not expressly granted under these Terms are reserved. You shall not directly or indirectly modify, enhance, translate, supplement, create derivative works from, reverse engineer, reverse compile or otherwise reduce the Service to human readable form. Except as expressly permitted under these Terms you shall not cause or permit the Use, evaluation or viewing of the Service or its Documentation for the purpose of designing, modifying, or otherwise creating any Service that performs functions similar to the functions performed by our Service. No right, title or interest in or to any of our trademarks, service marks, trade names, or logos of Soroco or its licensors is granted under these Terms.
4. Content
4.1
Ownership
You retain all ownership rights in the Input Content and you own the Output Content. We hereby assign you all our right, title, and interest, if any, in and to the Output Content. However, we retain all our rights, title, and interests in any techniques, designs, and/or formats for presenting, encoding, outputting and/or transmitting the Output Content.
Due to the nature of the Service and generative artificial intelligence software generally, Output Content may not be unique and other users of the Service may receive similar output.
4.2
 Permitted Uses
Notwithstanding any provision of Section 6 below, we may use Content and Feedback to provide, maintain, develop, market and/or improve the Service, so long as the Content and Feedback does not (i) identify you or your affiliates; or (ii) include any personally identifiable information of your employees or representatives. You grant to us an irrevocable, worldwide, royalty-free, perpetual license to use any Content and Feedback, satisfying (i) and (ii) above, to provide, maintain, develop, market, and/or improve the Service.
4.3
  Representations and Warranties
You represent and warrant that you have all rights, licenses, and permissions, and have provided any notices and obtained any consents, needed to provide Input Content to the Service and for the Service to process the Input Content. You also represent and warrant that your submission of the Input Content will not violate our Fair Use Policy (as defined below), or any laws applicable to the Input Content—including intellectual property laws and data protection laws governing personal information contained in the Input Content. If the Input Content includes any personal information, you acknowledge that our Privacy Policy available at www.soroco.com/privacypolicy governs use and processing of such personal information.

We make no representations or warranties with respect to accuracy or appropriateness of Output Content. Output Content may not be accurate and may not be appropriate for your use case. Output Content may contain material inaccuracies even if they appear accurate because of their level of detail or specificity. The Output Content may not reflect correct, current, or complete information. You agree not to rely on any Output Content without independently confirming its accuracy and appropriateness. You agree not to use Output Content as a substitute for professional advice or as a sole source of truth or factual information.
5. Fair Use Policy.
By accessing or using the Service, you agree to comply with our Fair Use Policy available at www.soroco.com/fairusepolicy. We reserve the right to modify this policy at any time, and any updates will be effective immediately upon posting on our website or through other communication channels. It is your responsibility to review and comply with the most recent version of the Fair Use Policy.
6. Confidentiality
You and us acknowledge and agree that in performing our respective obligations, either of us may have access to valuable trade secrets and Confidential Information of the other party. Neither of us shall disclose confidential information to a third party without written consent of the disclosing party, except to our respective Affiliates, officers, employees, directors or subcontractors who are bound by a duty of confidentiality at least as stringent as set forth herein. The receiving party agrees that it shall take steps reasonably necessary to preserve and protect the confidentiality of the Confidential Information. In addition, confidential information shall include these Terms and any associated documentation.

Upon request, the receiving party will destroy or return to the disclosing party all materials containing any of the Confidential Information. A party’s obligation to return or destroy Confidential Information does not apply to the extent: (i) required by applicable law or regulation, or (ii) contained in archived computer system backup made in accordance with the receiving party’s security or disaster recovery procedures, provided in each case that any retained Confidential Information shall remain subject to the confidentiality obligations of these Terms until so returned or destroyed. You agree and acknowledge that unauthorized disclosure of Confidential Information may cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure, the disclosing party shall be entitled to seek appropriate equitable relief, in addition to whatever other remedies it might have at law.
7. Your Obligations
You shall be responsible for your users’ compliance with these Terms, the documentation and any use limitations specified in the applicable Order. You will comply with all applicable laws in connection with your performance under these Terms, including without limitation privacy, export control, and sanction laws; and will use commercially reasonable efforts to prevent any unauthorized access to or use of the Service and promptly notify us in the event of any such unauthorized access or use. You have sole responsibility for the accuracy, quality, and legality of all data and materials provided by you and will be be solely liable for uploading your data and making appropriate backups of such data. You shall also ensure that you obtain any legally-necessary consents and/or provide required privacy notices to any party whose personal data you input into the Service. You agree to cooperate with us on any matters relating to any implementation or professional services as set out in an Order and will provide us with prompt feedback to our requests. In the event professional services are provided on your premises, you will provide us with safe and adequate space, power, network connections, materials, CPU time, access to hardware, software and other equipment and information, and assistance from qualified personnel as we may reasonably request from time to time.

You shall not: (i) use the Service for the benefit of anyone other than yourself or your Affiliates, unless expressly stated otherwise in an Order signed by us; (ii) send, store or transfer infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates privacy rights or third-party proprietary rights; (iii) upload, input, access, store, distribute or transmit any malware; or (iv) disassemble, reverse engineer, or decompile the Service to build a competitive product or service or one with similar ideas, features, functions or graphics.

Any use of the Service in contravention to this Section 7 may result in: (a) termination for breach in accordance with Section 11; or (b) suspension of use of the Service if, in our sole discretion, such use threatens the security, integrity or availability of the Service. We will promptly notify you of any such suspension. Where reasonable to do so, we will (a) provide such notification in advance; and (b) work with you in good faith to cure the breach prior to suspending your access to the Service.
8. Warranty
We warrant that, to our knowledge: (i) the Service and other materials as provided by us, will not infringe, violate or misappropriate any third-party patent rights; and (ii) the Service when made available to you will be free of any viruses or computer program or code that intentionally corrupts computing systems.

OTHER THAN AS STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS”. WE MAKE NO ADDITIONAL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICE AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE.
9. Indemnification
Each of you and us (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 applicable law (including those relating to data privacy), gross negligence, wilful misconduct, or fraud.

Our indemnification obligations under this Section 9 are conditioned upon you (a) promptly (within thirty (30) days after notice of claim) notifying us in writing of the claim; (b) granting us sole control of the defense and settlement of the claim; and (c) providing us, at our expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

We will have no liability for any claim, and you will defend and indemnify us against such claim, to the extent that it would not have occurred but for: (a) modifications to the Service made by you or a party acting on your behalf; (b) the combination, operation or Use of the Service with equipment, devices, software or data not supplied or specified by us; (c) your failure to use updated or modified Services provided by us; (d) your Use of the Service other than in accordance with these Terms or any documentation we have provided, or (e) compliance by us with designs, plans or specifications furnished by or on behalf of you.
10. Limitation of Liability
NEITHER OF US SHALL BE LIABLE FOR: (A) ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES, LOSS OF USE, DATA, BUSINESS, OR PROFITS), REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) AGGREGATE DAMAGES IN EXCESS OF TEN THOUSAND DOLLARS (US$10,000). THE LIMITATIONS OF LIABILITY SET FORTH ABOVE DO NOT APPLY TO: (A) CLAIMS BASED ON EITHER PARTY’S INTENTIONAL BREACH OF ITS OBLIGATIONS SET FORTH IN SECTION 6 (CONFIDENTIALITY), AND (B) EITHER PARTY’S UNAUTHORIZED USE, DISTRIBUTION, OR DISCLOSURE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY.
11. Term and Termination
These terms are effective as of the earlier of (i) the date we have signed an applicable Order; or (ii) the date you have started using the Service; and will continue in effect until the end of the applicable license term agreed by the Parties, unless sooner terminated by either party in accordance herewith (“Service Term”).

Notwithstanding the foregoing, these Terms may be terminated by either party immediately upon written notice if the other party: (a) becomes insolvent and ceases doing business; or (b) materially breaches any of its obligations under these Terms and fails to cure such breach within thirty (30) days following receipt of written notice.

Upon the effective date of termination of these Terms or an applicable Order: (a) your license to the Service ceases, and you shall immediately remove all copies of the Service from all systems owned or controlled by you, and (b) any and all payment obligations of yours will immediately become due. Upon termination or completion of the Service Term, you will securely destroy all copies of the Service or other Confidential Information of ours that are in your possession, except as required to comply with any applicable legal or accounting record keeping requirement.

12. Payment
You agree to pay us the fees identified in the applicable Order (if any) and will unless otherwise agreed in an Order, reimburse us for all travel requested by you in providing the Service. You will pay all invoices within thirty (30) days of receipt thereof, unless otherwise agreed under an applicable Order. Unless otherwise agreed in the Order, any license or subscription fees paid to us are non-refundable. Where you have ordered the Service via an authorized reseller of ours (“Reseller”), you shall pay the fees agreed with such Reseller to such Reseller.

If you dispute the accuracy of any portion of our invoice in good faith, then you shall pay all undisputed portions of the invoice when due, but may withhold any portion that is disputed, subject to you providing us with written notice of such dispute at least fifteen (15) days prior to the invoice due date and use commercially reasonable efforts to resolve the dispute promptly.

Unless otherwise specified in the applicable Order, all fees are exclusive of any taxes, levies, duties, or similar governmental assessments, including without limitation, any sales, use, value-added, withholding, or similar taxes (“Taxes”). If any withholding or deduction is required by law, you will pay us such additional amount(s) as will ensure that we receive the same total amount that we would have received if no such withholding or deduction had been required. We are solely responsible for taxes based upon our net income, assets, payroll, property, and employees.

Without prejudice to any other rights herein, if any undisputed invoice is not paid by its due date, or if we verify that you have not paid a Reseller in accordance with the relevant partner agreement, we shall be entitled to disable your access to Service affected by your non-payment, upon written notice thereof.

Unless otherwise agreed under the applicable Order, any autorenewal shall be at the then current list price provided by us. Any specialized or discounted pricing offered by us shall apply only in the event we have mutually signed an appropriate Order upon renewal.
13. Data Protection
In the performance of our obligations under these Terms, we will: (i) maintain appropriate physical, organizational and technical safeguards for protection of the security, confidentiality and integrity of your data; and (ii) comply with any information security standards or protocols in line with ISO 27001 and SOC 2 Type 2 standards. If in the course of your Use of the Service, we may process personally identifiable information (“PII”) contained in the data you provide, our Data Processing Agreement available at www.soroco.com/dpa shall apply to such processing. Each of you and us will comply with all applicable data protection laws relating to YOU’RE Your data will be available to you for export or download during the Service Term. We will remove, delete or destroy any PII in our possession at the end of the applicable engagement, unless applicable law requires retention for a longer period. Any retained data is subject to the confidentiality provisions of these Terms.
14. Miscellaneous
14.1 Third-Party Software. The Service may contain or be distributed with open-source software or other third-party software that may be covered by a different license. Our obligations set forth in these Terms do not extend to any such third-party software. You agree that all such software shall be and shall remain subject to the terms and conditions under which it is provided. Any such software, and the notices, license terms and disclaimers applicable to such software shall be identified to you from time to time in writing in the form of emails or notices visible within such software.
14.2 Records. You shall maintain records regarding the Use of the and shall make such information available to us upon request. Upon reasonable request, we will have the right to audit your Use of the Service to verify compliance with these Terms.
14.3 Governing Law and Jurisdiction. These Terms are governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and Uniform Computer Information Transactions Act shall not apply to these Terms. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of or in connection with these Terms shall be only in the courts with competent jurisdiction located in Suffolk County, Massachusetts and you submit to the personal jurisdiction and venue therein.
14.4 Injunctive Relief. You acknowledge that any breach of the confidentiality provisions or the unauthorized use of a party’s intellectual property may result in serious and irreparable injury to the aggrieved party for which damages may not adequately compensate the aggrieved party. You agree, therefore, that, in addition to any other remedy that the aggrieved party may have, we are entitled to seek equitable injunctive relief without being required to post a bond or other surety or to prove either actual damages or that damages would be an inadequate remedy.
14.5 Force Majeure. Neither of us are liable under these Terms for non-performance (other than failure to pay) caused by events or conditions beyond that party’s reasonable control, if the party makes reasonable efforts to perform.
14.6 Assignment. Except as set forth in this Section 14.6, Neither of us shall assign, delegate, or otherwise transfer these Terms or any of its rights or obligations to a third party without the other party’s prior written consent. We may assign our rights or obligations under these Terms, without your consent (but upon written notice), if an entity acquires all or substantially all of our capital stock or assets, through purchase, merger, consolidation, or otherwise. Any other attempted assignment shall be void. These Terms shall inure to the benefit of and bind each party’s permitted assigns and successors.
14.7 Subcontracting. We may subcontract all or part of any associated implementation or support services, for the Service to partners or resellers of Soroco (“Soroco Partner”). Where such Soroco Partner does not have a separate written agreement with you, we will continue to be fully responsible for the performance by the Soroco Partner in accordance with these Terms.
14.8 Publicity. We may publicly reference that you are a customer of our products, and may use your name and logo on our website or for other marketing purposes, provided however, we will adhere to any logo usage guidelines provided by you in writing.
14.9 Notices. Ordinary day-to-day operational communications may be conducted by email or telephone communications. Any other notice required under these Terms shall be made in writing and given by (a) personal delivery, (b) prepaid, first class, certified mail, return receipt requested, (c) email (with a duplicate notice sent promptly by one of the other methods in this Section 14.9), or (d) courier service of recognized standing (with confirmation of receipt); in any case to the receiving party, “Attention: Legal” at its address as set forth in the heading to these Terms, or to a different address of which the addressee party has notified the other in accordance with this Section 14.9. Any notice given in conformance with this Section shall be effective upon actual delivery or refusal of delivery.
14.10 Entire Agreement. these Terms, together with any exhibits referenced herein, constitutes the entire understanding between you and us with respect to the subject matter hereof. No terms or conditions set forth in any purchase order or other document provided by you to us shall be part of any agreement between you and us, unless specifically accepted by us in writing.
14.11 Amendments, Waivers. No modification of these Terms will be binding, unless in writing and signed by an authorized representative of ours. Any express waiver or failure to exercise promptly any right under these Terms will not create a continuing waiver or any expectation of non-enforcement.
14.12 Severability. There are no third-party beneficiaries to these Terms. If any provision of these Terms shall for any reason be held illegal or unenforceable, such provision shall be deemed severable from the remaining provisions of these Terms and shall in no way affect or impair the validity or enforceability of the remaining provisions of these Terms, unless such omission would frustrate the intent of the parties, in which case these Terms may be reformed to give effect to the other provisions hereof.
14.13 Product Specific Terms. The product-specific terms relating to Scout available at www.soroco.com/product_specific_terms shall apply where we have entered into an Order with you for our ‘Scout’ product.

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