Terms & Conditions
Last Updated: December 1, 2019
By accessing or using any TermScout website or service, you agree to be bound by these Terms & Conditions (these “Terms”). These Terms may also refer to TermScout as (“we,” “us,” or “our”).
If at any time you find these Terms unacceptable or if you do not agree to them, please do not access or use our services, including any of our reviews, reports, summaries, websites, applications, or articles (we refer to everything we do, publish, or provide as the “Services”). If you access or use the Services on behalf of a company or other entity, then (a) you represent that you have the authority to bind it to these Terms, (b) you agree to these Terms on the entity’s behalf, and (c) in these Terms, “you” and “your” refer to that entity.
Yes, even we have a contract that you must agree to. We made our Terms simple so you can actually understand them, so please read them. It only takes ten minutes and you’ll end the process with hope for better contracts in this world.
1. How to Use Our Services
1.1 No Recommendations or Legal Advice
(a) All of our ratings and reviews consist of statements of opinion and not statements of fact. There is no attorney-client relationship or any other special relationship between you and TermScout or any person associated with TermScout. Any information you provide us is not protected by the attorney-client privilege or as work product.
(b) You assume all responsibility in connection with choosing whether to sign a contract, whether or not you obtained information about the contract from us or through the use of our Services. TermScout and its licensors, suppliers, and affiliates, and the directors, members, officers, employees, agents, and representatives of each, are not responsible for any consequences you may encounter or liabilities you may incur as a result of contracting with any entity.
What we are / What we are not
We are not a law firm or referral service
We do not recommend or endorse any particular company or service.
We do not give legal advice
We do not offer advice regarding the quality or suitability of any particular company, product, or service, and no information accessed through our Services should be construed as legal advice.
We are an intermediary
We provide selected generalized information about contracts with other businesses.
We are a part of your journey to better understand your contracts
Because we do not provide legal advice or answer questions specific to your circumstances, we are not a complete solution to help you understand contracts – just the first step in your journey.
If you need help with a mission-critical or other form of high-stakes contract, you can use us as step one in your process, but you should not use us alone – you’ll need the services of a licensed attorney to help you understand all of the issues specific to you. We can’t over-stress this.
Why We Require This
OUR SERVICES REPRESENT A COMBINATION OF PROPRIETARY OBJECTIVE AND SUBJECTIVE METRICS, METHODS, AND OPINIONS, AND THEY ASSUME AN AVERAGE USE-CASE CUSTOMER. YOUR FACTS MAY VARY AND WHAT MATTERS TO YOU IN THE CONTRACTS AND LAWS WE REVIEW MAY VARY ACCORDINGLY. WE ARE NOT A LAW FIRM, AND THIS INFORMATION IS NOT LEGAL ADVICE. ALWAYS CONSULT AN ATTORNEY TO DISCUSS HOW INFORMATION OBTAINED THROUGH OUR SERVICES MIGHT IMPACT YOU.
Our Services are meant to be used with your attorney, not instead of your attorney
1.2 Your Responsibilities
(a) You are responsible for:
- Using the Services in a manner that does not violate these Terms;
- Complying with our IP policies and any licenses we may grant you (outlined below in Section 8, Intellectual Property).
(a) You may not:
- Use the Services to gather competitive intelligence, reverse engineer, decompile, attempt to access the source code, or modify or create derivative works of the Services;
- Sell or resell the Services or any portion thereof;
- Invade, violate, or pose risks to the security or privacy rights of others;
- Interfere with the delivery of the Services;
- Bypass license limitations or otherwise attempt to avoid incurring fees; or
- Violate the law or the rights of any third-party.
2. Risk Allocation
2.1 Limits on TermScout’s Liability
(a) Limits on Our Liability, Generally
You agree that our maximum liability for any and all damages, claims, or losses (“Losses”) of every sort is limited to the total amount you paid us for all Services in the 12 months preceding the event that gave rise to the Loss. Our indemnification obligations are excluded from this limit.
(b) Your Indemnification of TermScout
At this moment, we’re pleased to announce that we do not require our customers to indemnify us for anything.
(c) Force Majuere
Except for your payment obligations, neither you nor we will be liable to the other for acts or omissions resulting from events beyond our reasonable control including, without limitation, acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.
2.2 Limits on Your Liability
(a) Limits on Your Liability, Generally
Except for claims relating to your violations of Section 8, Intellectual Property, below and your payment obligations, we agree that your maximum liability for any and all Losses, is limited to the total amount you paid us for all Services in the 12 months preceding the event that gave rise to the Loss.
(b) Our Indemnification of You
We promise to indemnify and defend you for claims brought against you by third parties alleging that your use of our Services (as provided by us in their unaltered form) infringe that third party’s intellectual property (“IP”) rights. However, we will not be responsible for such claims if they arise from your use of any particular Services after we have posted updated version(s) to our site or instructed you to stop using them.
If you are a paying customer, you can recoup up to the amounts you paid us in the last 12 months for direct damages you incur as a result of our breach of these Terms. If you’re concerned about this, you’re thinking about our Services the wrong way. Think of us as a first stop in your quest for legal information, not the last stop, and certainly not the service you use to base risky or potentially life-changing decisions on. For those, you should hire an attorney to help you apply legal principles to your specific facts.
Why We Require This
What we’re trying to accomplish is ambitious and risky. If we do something wrong and you are harmed as a result, we will work with you to make it right in a way that is proportionate to the amount of Services you have purchased from us. However, in order to keep our prices low and attract investors to our business, we must impose some reasonable limits on our potential liability.
We promise that we will use commercially reasonable efforts to ensure that our Services are accurate. For any Services that you pay for, we promise that the Services will be accurate as of the time of the last update listed on the Services. We also promise that the Services are merchantable and fit for the purpose of gaining general knowledge about the covered content. The warranties set forth in this paragraph together with the warranty set forth in Section 4, Data Security & Privacy, below are the “Limited Warranties.”
(b) Disclaimer of Warranties
Other than the Limited Warranties, we provide all of our Services “as is,” with all faults, and without any other warranties of any kind. We provide the Services without any warranties of data security or data protection, and we cannot guarantee the Services will be free of viruses, worms, time-bombs, trojans, spyware, or any other form of malware.
We try very hard to make sure all of our content is accurate. However, for Services that you did not pay for, we will not be liable to you if it turns out some portion of our content is not accurate. For Services you have paid for, at your option we will either refund you or replace the product in question if you find a material inaccuracy you’re unhappy with that causes you economic harm.
4. Data Security & Privacy
(a) Contractual Data Protection Commitments
We will handle your information in accordance with the terms of our Privacy Notice. Currently, the only data we collect about you, if any, is contact information you provide to us, and anything else you email or otherwise provide to us (“Your Data”). We agree not to share Your Data with third parties without your permission (except as reasonably needed to provide the Services to you or as otherwise required by law) and to make commercially reasonable efforts to protect Your Data.
We currently use the following subprocessors (the “Subprocessors”) to help us provide the Services to you:
- Stripe, Inc.
- WP Engine
(c) Data Processing
We will store and process all of Your Data within the United States. You consent to our and our Subprocessors doing this.
(d) Breach Policy
If we experience a data breach that has or that we believe compromised Your Data, we will promptly notify you and provide you with details sufficient for you to take corrective action. In no case will we wait longer than 48 hours after learning of a breach to notify you of such breach.
(e) Return of Data, Deletion of Data, Etc.
We are committed to complying with applicable data protection and privacy laws. If at any time you would like us to delete Your Data, provide you with a copy of Your Data, or take any other reasonable or legally required action, we will make commercially reasonable efforts to comply with such requests. To make such a request, please email [email protected].
We’re not a data company – we don’t want your data or ask for it, so this really shouldn’t be an issue for you or us. We work hard to ensure we are compliant with the vast array of overlapping data security and privacy laws. If you think you’re entitled to something we haven’t provided or mentioned here, just let us know and we will work hard to correct the issue.
5. Term & Termination
These Terms shall remain in effect until TermScout modifies them in accordance with Section 7, Changes to the Agreement, below.
(b) Termination for Convenience
Either of us may terminate at any time for any reason or no reason by providing notice to the other in accordance with Section 10.1, Notice, below.
(c) Termination for Cause
For subscription services where you have agreed to subscribe for a defined term (“Subscription Services”) we agree to let you cancel your subscription if you find that they are (a) not compliant with the Limited Warranties, or (b) otherwise materially unsatisfactory to you.
(d) Effect of Termination
The portions of these Terms that by their nature would be expected to survive termination shall survive termination. If you terminate a Subscription Service for convenience, you must continue paying the fees owed for the remainder of the term you committed to. If you terminate a Subscription Service for cause, you do not have to pay for the remainder of your term (and if you prepaid any amounts we will refund you for the unused portions).
6. Payments & Refunds
We use Stripe as our third-party payment processor. If you agree on our website or in an order to a Subscription Service or agree to pay us at a later date, you promise to comply with those commitments.
Generally speaking, we want happy customers. If you’re unhappy with a Service you bought from us, let us know within 10 days of purchase (in accordance with our Notice provision, Section 10.1, below) and we will work with you to make it right or refund you.
7. Changes to the Agreement
Things change, and so will our Terms. If you have an account with us or signed up for one of our newsletters, we will notify you of all material changes along with a summary of those changes. The changes will be effective 30 days after we post the revised Terms to our site (or notify you via our newsletter or your account email, if applicable), or, for Subscription Services only, immediately following the term of your Subscription Services. If you use the Services after the Effective Date, you accept the revised Terms. If you reject the change, your only recourse is to stop using our Services. If you have any prepaid Services that you have not and will not use as a result of your termination, we will refund you for the portion of the prepaid Services not used.
8. Intellectual Property
8.1 Intellectual Property – Your and Ours
Your IP is your IP (which includes Your Data), and Our IP is Our IP (defined below). Neither of us grants any rights to the other to use or exploit its IP except for the rights we grant you below.
(a) What is Our IP?
“Our IP” includes (but is not limited to) the Services, Site Materials, and the TermScout Marks (defined below). The TermScout Marks include (but are not limited to) our service marks and trademarks, such as TermScout™, We Read the Fine Print™, TermScout.com™, Best in Class™, Certified Fair Contract™, TermReport™, TermScore™, TermAlert™, and Contract Report™ (collectively, “TermScout Marks”).
8.2 License to use our Services
(a) Limited License
Upon your acceptance of these Terms, we grant you a revocable, non-exclusive, non-transferable, limited license (“Limited License”) to access and view the Services, and to copy, download, store and/or print only a single copy of any materials displayed on our site (“Site Materials”), solely for your non-commercial, personal use and not for resale, disclosure or distribution to anyone else. With respect to any permitted copy of the Site Materials, you will reproduce and include all copyright, confidentiality and other proprietary notices included in such Site Materials on any such copy.
(b) No Implied Licenses
We reserve all rights not expressly granted to you; there are no implied licenses under these Terms. Our license to you is expressly conditioned on your continued compliance with these Terms.
(c) Your Obligations
You will protect the confidentiality of (and not disclose to any person) the TermReports (defined below) for three years from the date you accessed such information, by using at least the same degree of care as you use to protect your own Confidential Information (defined below in Section 9(b)(2), Confidential Information), but no less than a reasonable degree of care.
8.3 How to use (and how not to use) Our IP
(a) You agree not to:
- Engage in any activity that would constitute copyright infringement or any other misappropriation of Our IP with respect to the Site Materials, including without limitation by publishing or otherwise publicly displaying any of the Site Materials.
- Reproduce, create derivative works of, distribute, publicly perform or publicly display the TermReports or Site Materials or any portion thereof without TermScout’s prior written consent. By way of illustration but not limitation, except as expressly permitted in these Terms or otherwise permitted by us in writing, you may not, directly or indirectly, (a) transmit, download, upload, post, sell, rent, license, transfer, disclose, mirror, frame, reverse engineer, decompile, disassemble, or use any aspect of the Services (including any Site Materials or TermReports), in whole or in part, in any form or by any means, or (b) use any of the Site Materials for any purposes other than your personal, non-commercial evaluation of contracts, to establish independent data files or compendiums of statistical information or in violation of any applicable laws or regulations.
- Engage in any activity that would constitute unfair competition, misappropriation, or trademark infringement in connection with the Site Materials, including without limitation the TermScout Marks.
- Cite (orally, in writing, or otherwise), reproduce, or re-publish (a) the TermReports in any manner likely to deceive or cause confusion in the marketplace, or (b) the Site Materials without TermScout’s prior written permission and you hereby waive any right to assert any “nominative fair use” or “nominative use” defense in any trademark or copyright infringement action brought against you in the event that you do cite, reproduce, or re-publish the TermReports, Site Materials, or TermScout Marks without TermScout’s prior written permission.
(b) Why this is important:
- TermScout selected, reviewed, analyzed, compiled, arranged, and adjusted data and information regarding the contracts we have reviewed (“TermReports”) and the TermReports and other Site Materials are original compilations (as defined by the 1976 Copyright Act, 17 U.S.C. § 101) containing material wholly and exclusively original to us.
- There is substantial goodwill associated with the TermScout Marks. Due to the nature of our Services, any unauthorized citation, reproduction or re-publication of the TermReports and use of any of the TermScout Marks is likely to be deceptive and cause confusion in the marketplace, suggest non-existent sponsorship or endorsement by us, misappropriate TermScout’s reputation, goodwill, business opportunities, and revenues, or otherwise misappropriate the prestige of our Services.
- The TermReports constitute TermScout’s confidential and valuable proprietary compilations. Any breach of your confidentiality obligations (described above) will cause TermScout irreparable harm for which there is no adequate legal remedy.
8.4 Our IP rights
- We actively and extensively use and promote the TermScout Marks and we actively and aggressively enforce Our IP rights associated with them to the fullest extent of the law.
- In the event of any actual or threatened breach of these Terms, TermScout will be entitled to obtain injunctive and all other appropriate relief from a court of competent authority, without being required to: (a) show any actual damage or irreparable harm; (b) prove the inadequacy of its legal remedies; or (c) post any bond or other security.
8.5 Let’s Work Together
If you wish to use the Services, Site Materials, or the TermScout Marks in a manner not authorized by the Limited License granted above, please e-mail us at [email protected] to inquire about the possibility of alternative arrangements regarding the TermReports and Site Materials.
Please don’t copy, publish, or distribute our content without our written permission. If you want to share something that is publicly available on our site, you may do so by linking to our site. If you want to share something you purchased, you must purchase additional licenses or contact us for other options.
9. Suggestions & Confidential Information
If you provide any suggestions or feedback to us, you grant us a perpetual, irrevocable, fully-paid, royalty free, worldwide right to use your suggestions or feedback for any purpose we see fit. However, you still own your feedback and suggestions, so you remain free to use them as you see fit.
(b) Confidential Information
- If you’re visiting our site but not paying us for any services, we don’t want or expect you to share any Confidential Information (defined below) with us. If the need for you to share Confidential Information with us arises, let’s enter into a separate non-disclosure agreement. Until then, you agree that you will not share Confidential Information with us unless and until we sign a separate NDA or you purchase services from us.
- If you do share Confidential Information with us in connection with purchasing services from us, such as contracts between you and another party that are not public and other confidential information which is either marked as confidential information or which a reasonable person under the circumstances would expect to be confidential information (“Confidential Information”) and which, if improperly used or disclosed by us could cause serious irreparable harm to you, we will protect such Confidential Information as set forth below. The following information will not be considered ”Confidential Information”: (w) information that is already generally available to the public at the time of disclosure (e.g. publicly available click-through agreements); (x) information that hereafter becomes generally available to the public, through no fault of ours; (y) information that is known by us prior to disclosure; and (z) information that becomes known by us through a third party who we reasonably believe is under no obligation not to disclose it. For a period of three years or until such time as Confidential Information no longer qualifies as such under this Section, we agree to maintain your Confidential Information as confidential and not to, directly or indirectly, disclose or reveal it to any third party, or seek to use it for any purpose, except as contemplated in these Terms or another writing between us, or as required by a court or governmental authority of competent jurisdiction.
10. Fine Print
(a) To You
If you have given us an email address, you authorize us to provide notice to you at that email address. Otherwise, we will post notices to our site or take other reasonable measures to notify you.
(a) General Guidance
If you have a dispute or issue with us, consider working directly with us to try to resolve the dispute informally first.
(b) Governing Law
If that fails, we both agree that Colorado law governs these Terms, and that any disputes between us shall be resolved in the federal or state courts located in Denver, Colorado.
(c) Formal Dispute Resolution Options
We are open to options other than the courts, but do not require them. If you would like to pursue mediation or arbitration, please let us know and we will carefully consider such requests. If either one of us pursues formal dispute resolution options against the other, including mediation, arbitration, or court proceedings (collectively “Proceedings”), the prevailing party shall be entitled to recover any costs and attorneys’ fees it incurred in the Proceedings.
You agree that we can assign these Terms and any other agreements between us without your consent if we are acquired by, or merge with, another company.
Copyright © 2019 · TermScout · Nothing on our website, in any of our content, or in any communications between us is or should be considered legal advice of any kind. Our content represents our opinions only. If you need legal advice, you should hire an attorney.