Last Updated: May 1, 2020
Welcome to Scout!
Drum Technologies, Inc. d/b/a Scout (“Scout,” “we,” “us,” “our”) provides its services (described below) through its website located at goscout.it (the “Site”) and through its mobile applications and related services (collectively, such services, including any new features and applications, and the Site, the “Scout Platform”). Any use of the Scout Platform by you (“you” or “User”) is subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. If the modifications are material, we will also notify you, either through the Scout Platform user interface, in an email notification, or through other reasonable means, no earlier than fourteen (14) days after they are posted. All changes become effective immediately and your continued use of the Scout Platform after the date any such changes become effective constitutes your acceptance of the new Terms of Service in their entirety.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SCOUT ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
1. What is the Scout Platform?
The Scout Platform provides a fun, engaging, and rewarding way for you to collect, save, share and request personalized recommendations -- things like where to eat, what to read, things to do, places to see, or favorite businesses or products to check out. Best of all you are sharing with and requesting from people whose opinions you respect and trust (our “Services”).
Create or save your best recommendations (“Cards”), organize them for easy reference or sharing (a “Deck”), or request a recommendation from people you know (an “Ask”). It’s your favorite things from your favorite people!
2. Access and Use of the Scout Platform and Services
User Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Scout of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Scout Platform. Scout will not be liable for any loss or damage arising from your failure to comply with this Section.
If you are under 14 years of age, you are not authorized to use the Scout Platform, with or without registering.
Modifications to Scout Platform: Scout reserves the right to modify or discontinue, temporarily or permanently, the Scout Platform (or any part thereof) with or without notice. You agree that Scout will not be liable to you or to any third party for any modification, suspension or discontinuance of the Scout Platform.
General Practices Regarding Use and Storage: You acknowledge that Scout may establish general practices and limits concerning use of the Scout Platform, including without limitation the maximum period of time that data or other content will be retained by the Scout Platform and the maximum storage space that will be allotted on Scout’s servers on your behalf. You agree that Scout has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Scout Platform. You acknowledge that Scout reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Scout reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
4. Mobile Services
The Scout Platform includes certain services that are available via a mobile device, including (i) the ability to upload content to the Scout Platform via a mobile device, (ii) the ability to browse the Scout Platform from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Scout Platform through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
By using the Services, you consent to receive information from us via SMS and/or MMS messages sent through an automated telephone dialing system (“Text Service”), even if you have opted in to the National Do Not Call List, any state Do Not Call List, or the internal Do Not Call List of any company. You may be required to respond to an initial message as instructed to complete your registration and confirm enrollment in the Text Service. You do not have to participate in the Text Service in order to use the Services. In the event you no longer want to participate in the Text Service, you agree to notify us directly. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Company account information to ensure that your messages are not sent to the person that acquires your old number.
There is no additional charge for the Text Service, but your mobile carrier’s standard message and data rates apply to any messages you send or receive through the Text Service, including confirmations and subsequent texts. Your carrier may prohibit or restrict certain mobile features and certain mobile features may be incompatible with your carrier or mobile device. We are not liable for any delays in the receipt of, or any failures to receive, any SMS or MMS messages, as delivery is subject to effective transmission by your mobile carrier and compatibility of your mobile device. Please contact your mobile carrier if you have any questions regarding these issues or your mobile data and messaging plan.
As described in the Text Service enrollment and welcome messages, including messages sent to a shortcode associated with the Text Service or by reply to any message you receive from us, you may text “STOP” to cancel or “HELP” for customer support information. If you choose to cancel your Text Service, you agree to receive a final text message from the Text Service confirming your cancellation.
You can also invite others to use the Services through the Text Service by providing the numbers of those you want to invite or by selecting the individuals you want to invite from your contacts list (if you have uploaded one). By asking us to invite others to use the Services, you represent to us that those you invite consent to receive the automated invitation messages and that you are authorized to convey that consent to us.
Under applicable data protection laws, including the California Consumer Privacy Act, in connection with Cards you post and share on the Scout Platform, you determine the means and purposes of Scout’s processing of information that identifies, relates to, describes, is reasonably capable of being associated with, or could be reasonably linked, directly or indirectly, with a particular consumer or household and is subject to applicable privacy or data protection laws (“Personal Information”). Scout will not sell Personal Information and Scout will not retain, use, or disclose Personal Information other than as expressly stated in these Terms of Service, as required to provide the Scout Platform, or as required by law. Scout certifies that it understands and will comply with the restrictions and obligations contained in this paragraph.
Notwithstanding the foregoing, Scout may de-identify or aggregate Personal Information and use the de-identified or aggregated information for its own purposes. Notwithstanding anything to the contrary contained in these Terms of Service, this clause shall not be amended without the prior written consent of Business unless otherwise required by applicable law and only following delivery of written notice to Business regarding such changes.
In using the Scout Platform and Services, you agree, represent and warrant that you will not perform any action in your use of the Services that discourages, or indicates a preference for or against any other User, in each case with respect to race, color, ethnicity, national origin, religion, sexual orientation, gender identity, marital status, or any actual or perceived disability. You agree that Scout may suspend and/or terminate your account in the event we discover you have violated the foregoing.
5. Conditions of Use
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials, including Cards and Decks and the content of any request (“User Content”) that you upload, post, publish or display (hereinafter, “Upload”) or email or otherwise use via the Scout Platform, and represent that you have all necessary rights to such content. The following are examples of the kind of Content and/or use that is illegal or prohibited by Scout. Scout reserves the right to investigate and take appropriate legal action against anyone who, in Scout’s sole discretion, violates this provision, including without limitation, removing the offending Content from the Scout Platform, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Scout Platform to:
User Disputes: Scout only provides the Scout Platform and Services, and is not responsible for the to the content of your or other Users’ Cards, or other information you may collect, share or request on the Scout Platform.
You agree that you are solely responsible for your interactions with any other User in connection with the Scout Platform and Scout will have no liability or responsibility with respect thereto. While we may help facilitate the resolution of disputes if we chose in our sole discretion, Scout has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Cards collected, saved or shared by any User, (ii) the truth or accuracy of any Card or other User Content (as defined below), or (iii) the performance or conduct of any User or third party. Scout does not endorse any Card or User Content collected, saved or shared by any User.
Users should always exercise due diligence and care when deciding whether to share a particular Card or make an Ask.
Scout is not and does not become a party to or other participant in any contractual relationship between Users, and Scout will not mediate, arbitrate, or otherwise be involved with any disputes between Users unless Scout determines otherwise in its own discretion. Scout is not acting as an agent in any capacity for any User, nor is Scout responsible for the actions or omissions of any User, or your interactions with other Users through the Scout Platform. Scout will have no liability or responsibility with respect thereto.
Special Notice for International Use; Export Controls: Software (defined below) available in connection with the Scout Platform and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Scout Platform or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Scout Platform, including as it concerns online conduct and acceptable content.
Commercial Use: Unless otherwise expressly authorized herein or in the Scout Platform, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Scout Platform, use of the Scout Platform, or access to the Scout Platform. The Scout Platform is for your personal use.
6. Third Party Distribution Channels
Scout offers Software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of the Scout Platform, you agree to comply with all applicable terms of any agreement for such third party products and services.
With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
925B Peachtree Street NE, Suite 2036, Atlanta, GA 30309
Scout and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
7. Intellectual Property Rights
Service Content, Software and Trademarks: You acknowledge and agree that the Scout Platform may contain content or features (“Platform Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Scout, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Scout Platform or the Platform Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Scout Platform. In connection with your use of the Scout Platform you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Scout from accessing the Scout Platform (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Scout Platform or the Platform Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Scout Platform or distributed in connection therewith are the property of Scout, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Scout.
The Scout name and logos are trademarks and service marks of Scout (collectively the “Scout Trademarks”). Other company, product, and service names and logos used and displayed via the Scout Platform may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Scout. Nothing in this Terms of Service or the Scout Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Scout Trademarks displayed on the Scout Platform, without our prior written permission in each instance. All goodwill generated from the use of Scout Trademarks will inure to our exclusive benefit.
Third Party Material: Under no circumstances will Scout be liable in any way for any content or materials of any third parties (including Users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Scout does not pre-screen content, but that Scout and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Scout Platform. Without limiting the foregoing, Scout and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Scout, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through The Scout Platform: With respect to the content or other materials you upload through the Scout Platform or share with other Users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Scout and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Scout Platform or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Scout Platform (“Submissions”), provided by you to Scout are non-confidential and Scout will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that Scout may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Scout, its Users and the public. You understand that the technical processing and transmission of the Scout Platform, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: Scout respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Scout of your infringement claim in accordance with the procedure set forth below.
Scout will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Scout’s Copyright Agent at firstname.lastname@example.org (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
Scout Legal Department, 925B Peachtree Street NE, Suite 2036, Atlanta, GA 30309
To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Scout will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Scout has adopted a policy of terminating, in appropriate circumstances and at Scout’s sole discretion, Users who are deemed to be repeat infringers. Scout may also at its sole discretion limit access to the Scout Platform and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
8. Third Party Websites
The Scout Platform may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Scout has no control over such sites and resources and Scout is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Scout will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Scout Platform are between you and the third party, and you agree that Scout is not liable for any loss or claim that you may have against any such third party.
9. Social Networking Services
In addition, Scout is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Scout is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Scout enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
10. Indemnity and Release
You agree to release, indemnify and hold Scout and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Scout Platform, any User Content, your connection to the Scout Platform, your interaction with a User on the Scout Platform regardless of whether such interaction resulted from the Users’ use of the Scout Platform, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.” IF YOU ARE A RESIDENT OF ANOTHER JURISDICTION, YOU WAIVE ANY COMPARABLE STATUTE OR DOCTRINE.
11. Disclaimer of Warranties
YOUR USE OF THE SCOUT PLATFORM AND SERVICES IS AT YOUR SOLE RISK. THE SCOUT PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SCOUT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
SCOUT MAKES NO WARRANTY THAT (I) THE SCOUT PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SCOUT PLATFORM OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SCOUT PLATFORM OR SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SCOUT PLATFORM WILL MEET YOUR EXPECTATIONS.
12. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SCOUT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SCOUT PLATFORM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SCOUT PLATFORM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SCOUT PLATFORM; OR (V) ANY OTHER MATTER RELATING TO THE SCOUT PLATFORM. IN NO EVENT WILL SCOUT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SCOUT IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SCOUT PLATFORM OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SCOUT PLATFORM.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
13. Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
A. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Scout, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Scout Platform, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Terms of Service, you and Scout are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
B. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND SCOUT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SCOUT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
C. Pre-Arbitration Dispute Resolution
Scout is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Scout should be sent to 925B Peachtree Street NE, Suite 2036, Atlanta, GA 30309 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Scout and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Scout may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Scout or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Scout is entitled.
D. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer_arbitration. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Scout and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Scout agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
E. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, Scout will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Scout will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Scout will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
H. Future Changes to Arbitration Agreement
Notwithstanding any provision in this Terms of Service to the contrary, Scout agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Scout Platform, you may reject any such change by sending Scout written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Scout, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Scout Platform and remove and discard any content within the Scout Platform, for any reason, including, without limitation, for lack of use or if Scout believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Scout Platform, may be referred to appropriate law enforcement authorities. Scout may also in its sole discretion and at any time discontinue providing the Scout Platform, or any part thereof, with or without notice. You agree that any termination of your access to the Scout Platform under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that Scout may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Scout Platform. Further, you agree that Scout will not be liable to you or any third party for any termination of your access to the Scout Platform.
These Terms of Service constitute the entire agreement between you and Scout and govern your use of the Scout Platform, superseding any prior agreements between you and Scout with respect to the Scout Platform. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Georgia without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Scout agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Fulton County, GA. The failure of Scout to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Scout Platform or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of Scout, but Scout may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Scout Platform may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Scout Platform.
Notice for California Users
Under California Civil Code Section 1789.3, Users of the Scout Platform from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Scout, 925B Peachtree Street NE, Suite 2036, Atlanta, GA 30309.
Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Scout Platform.