Terms of Service

Acceptance of the Terms of Use

These Terms of Use are entered into by and between you ("User," "you," or "your") and Scout Services, Inc., a Delaware corporation ("Scout," "Company," "we," or "us"). These Terms of Use govern your access to and use of the Scout website located at www.thescoutservices.com and any related applications, platforms, or services (collectively, the "Platform"), including any content, functionality, and services offered on or through the Platform.

By accessing or using the Platform, or by clicking to accept or agree to these Terms of Use when this option is made available to you, you accept and agree to be bound by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

Eligibility

The Platform is offered and available only to users who are at least eighteen (18) years of age and capable of forming a binding contract under applicable law. By using the Platform, you represent and warrant that you meet these requirements.

Marketplace Services

Scout operates an online marketplace that enables businesses seeking products or services ("Customers") to identify, communicate with, and engage third-party vendors, suppliers, or service providers ("Vendors"). Scout does not manufacture, supply, warehouse, distribute, resell, or take title to any products or services offered by Vendors. Scout's role is solely to provide the Platform as a neutral technology marketplace to facilitate connections and potential transactions between Customers and Vendors. Scout is not the merchant of record for any transaction conducted through the Platform. Vendors are solely responsible for determining, collecting, reporting, and remitting any applicable sales, use, value-added, or similar taxes arising from transactions with Customers.

No Agency; No Endorsement

Scout is not a party to any agreement, contract, or transaction between Users. Scout does not act as an agent, broker, distributor, reseller, or representative of any Vendor or Customer, fulfillment provider, merchant of record, or representative of any Vendor or Customer, including for payment collection purposes. Any agreement for products or services is solely between the Customer and the Vendor. Scout does not endorse, guarantee, or warrant any Vendor, product, service, or transaction.

User Accounts

To access certain features of the Platform, you may be required to register an account. You agree to provide accurate, current, and complete information and to maintain and promptly update such information. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify Scout immediately of any unauthorized use of your account.

Vendor and Customer Responsibilities

Vendors are solely responsible for the accuracy of their listings, descriptions, pricing, availability, compliance with applicable laws, licensing, regulatory requirements, product safety standards, warranties, delivery, and performance of any products or services offered. Vendors represent and warrant that their products and services comply with all applicable safety, building code, and product liability laws and procurement or regulatory requirements applicable in the jurisdictions in which such products are sold or installed and that they maintain commercially reasonable insurance appropriate to their offerings. Scout reserves the right, but not the obligation, to request proof of such insurance at any time and may suspend or remove Vendor listings or accounts for failure to provide such documentation. Scout has no obligation to verify the existence, adequacy, or scope of any Vendor insurance coverage. Customers are solely responsible for evaluating Vendors and determining whether to engage in any transaction. Scout does not review, verify, or guarantee Vendor qualifications, product quality, or service performance.

Transactions Between Users

All transactions conducted through or as a result of the Platform are solely between Users. Scout acts solely as a facilitator of connections and transactions between Customers and Vendors and is not a seller of any products or services. Any issues, defects, warranty claims, returns, or disputes relating to products or services must be addressed directly between the Customer and the applicable Vendor. Scout may, in its discretion, assist in facilitating communications between Users but assumes no responsibility for resolving such matters. Scout is not responsible for order fulfillment, delivery, product conformity, installation, performance of services, payment disputes, chargebacks, refunds, or any claims arising from transactions between Users. To the extent Scout enables payment functionality through third-party payment processors, Scout acts solely as a technology intermediary and does not hold funds in escrow or as a trustee unless expressly stated otherwise. Payment processing services are provided by third-party processors and are subject to their separate terms, which govern payment disputes and chargebacks. Scout shall not be responsible for payment processor errors, fraudulent transactions, chargebacks, ACH failures, payment reversals, or delays in payment settlement, and Users agree that all such risks are allocated between the Users and the applicable payment processor.

Fees and Payments

Scout may charge fees, Admin Fees, subscription charges, or other amounts for access to or use of certain Platform features or for transactions facilitated through the Platform. All applicable fees will be disclosed to Users. Scout reserves the right to modify fees upon at least thirty (30) days' notice. Users are responsible for all applicable taxes related to transactions. Users agree not to circumvent the Platform to transact directly with Users they initially connected with through the Platform for the purpose of avoiding fees owed to Scout. Scout reserves the right to suspend accounts, restrict Platform functionality, or terminate access for failure to pay applicable fees.

Intellectual Property Rights

The Platform and all content, features, and functionality including marketplace data, aggregated analytics, and performance metrics derived from Platform use are owned by Scout or its licensors and are protected by intellectual property laws. Scout may collect, analyze, and utilize anonymized and aggregated data derived from Platform activity for purposes including analytics, benchmarking, product improvement, and development of machine learning or artificial intelligence systems. Users are granted a limited, non-exclusive, non-transferable license to access and use the Platform for legitimate business purposes in accordance with these Terms of Use. No other rights are granted.

If you believe any content on the Platform infringes your intellectual property rights, you may submit a notice to Scout identifying the allegedly infringing material. Scout reserves the right to remove or disable access to allegedly infringing material and may terminate repeat infringers in accordance with applicable intellectual property laws.

Prohibited Uses

Users agree not to use the Platform for any unlawful purpose, to misrepresent identity, to post false or misleading information, to interfere with Platform operation, to attempt unauthorized access, or to violate applicable laws or third-party rights.

User Content

Users may submit information, listings, communications, or other content. Users represent and warrant they have all rights to such content and that it complies with applicable laws. Scout may monitor, review, and remove content or communications on the Platform to detect fraud, abuse, or violations of these Terms. Scout may remove content at its discretion. Scout does not assume responsibility for User content. Scout also reserves the right to modify, reclassify, remove, or suspend listings, or marketplace content in its sole discretion to maintain platform integrity, regulatory compliance, or marketplace functionality.

Third-Party Products and Services Disclaimer

THE PLATFORM MAY ENABLE USERS TO IDENTIFY, PURCHASE, OR OBTAIN PRODUCTS OR SERVICES FROM VENDORS. SCOUT DOES NOT MANUFACTURE, SUPPLY, DISTRIBUTE, INSTALL, OR CONTROL ANY PRODUCTS OR SERVICES PROVIDED BY VENDORS AND DOES NOT TAKE TITLE TO ANY GOODS AT ANY TIME. SCOUT MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY PRODUCT OR SERVICE, INCLUDING QUALITY, SAFETY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT.

SCOUT IS NOT RESPONSIBLE OR LIABLE FOR DEFECTIVE, NONCONFORMING, DAMAGED, LATE, UNSAFE OR IMPROPERLY INSTALLED PRODUCTS OR SERVICES PURCHASED OR OBTAINED THROUGH OR AS A RESULT OF THE PLATFORM, INCLUDING CONTRACTOR NEGLIGENCE OR WARRANTY ENFORCEMENT. THIS DISCLAIMER INCLUDES ANY CLAIMS FOR PERSONAL INJURY, PROPERTY DAMAGE, BUILDING CODE VIOLATIONS, INSTALLATION ERRORS, CONTRACTOR NEGLIGENCE, OR PRODUCT LIABILITY ARISING FROM PRODUCTS OR SERVICES PROVIDED BY VENDORS. ALL CLAIMS RELATING TO PRODUCTS OR SERVICES MUST BE DIRECTED SOLELY TO THE APPLICABLE VENDOR.

Disclaimer of Warranties

THE PLATFORM AND ALL CONTENT AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. SCOUT DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SCOUT DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED ACCESS TO THE PLATFORM AND MAY SUSPEND OR LIMIT AVAILABILITY FOR MAINTENANCE, UPGRADES, TECHNICAL ISSUES, OR OTHER OPERATIONAL REASONS. SCOUT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, SCOUT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO THE PLATFORM OR ANY TRANSACTION BETWEEN USERS.

WITHOUT LIMITING THE FOREGOING, SCOUT SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM OR RELATED TO PRODUCTS OR SERVICES PROVIDED BY VENDORS, INCLUDING DEFECTIVE, UNSAFE, NONCONFORMING, OR UNDELIVERED PRODUCTS OR SERVICES.

SCOUT SHALL ALSO NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM, CYBERSECURITY INCIDENTS, DATA BREACHES, OR LOSS OR ALTERATION OF DATA EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCOUT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE TOTAL FEES PAID BY YOU TO SCOUT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

Indemnification

You agree to defend, indemnify, and hold harmless Scout and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, and expenses (including attorneys' fees) arising out of or related to (a) your use of the Platform, (b) your transactions with other Users, (c) your products or services (if you are a Vendor), including product liability or safety claims, or (d) your violation of these Terms or applicable law.

Experimental Features

Scout may from time to time offer beta, experimental, or pre-release features on the Platform. Such features are provided "as is," may contain errors or interruptions, and may be modified or discontinued at any time without notice.

Force Majeure

Scout shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet outages, cyber incidents, governmental actions, or failures of third-party service providers.

Termination

Scout may suspend or terminate access to the Platform at any time for any violation of these Terms, fraud or safety risk, non-payment, regulatory concerns, or other business reasons in its discretion. Upon termination, any provisions that by their nature should survive shall survive, including indemnification, liability limitations, and dispute provisions.

Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of New York without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform shall be resolved by final and binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in New York, New York. The parties agree to waive any right to a jury trial. Users agree that any dispute shall be brought solely on an individual basis and not as part of any class action, collective action, or representative proceeding.

SMS Messaging Program

When you expressly opt in, Scout Services, Inc. may send recurring text messages about Scout product demos, procurement services, and customer support. Message frequency varies. Consent is not a condition of purchase. Message and data rates may apply. Reply STOP to opt out at any time. After opting out, you may receive one final confirmation message.

Reply HELP for help, call (855) 610-5179, or email support@thescoutservices.com. Message delivery is subject to your wireless carrier and is not guaranteed. Wireless carriers are not liable for delayed or undelivered messages.

Changes to Terms

Scout may modify these Terms at any time. Continued use of the Platform after changes become effective constitutes acceptance.

Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement between you and Scout regarding the Platform.

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