Terms of Use

Last Updated: September 5, 2019

By accessing or using any website or service made available by TermScout (“TermScout” or “we,” “us,” “our”) you agree to be bound by these Terms of Use (these “Terms”).

Key Takeaway:  Yes, even we have a contract that you must agree to.  We made our Terms as simple as possible so that you could actually read them, so please do.  It will only take ten minutes and you’ll end the process feeling like there is hope for better contracts in this world.

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) moving forward in these Terms, “you” and “your” refers to that entity.

No Recommendations or Legal Advice

We are not a law firm or a referral service and do not recommend or endorse any particular company or service. Rather, we are an intermediary that provides selected generalized information about contracts with other businesses. 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. All of our ratings and reviews consist of statements of opinion and not statements of fact and at no time is an attorney-client relationship or any other special relationship created between you and TermScout or any person associated with TermScout.  Any information you provide us is not protected by attorney-client privilege or as work product.

You assume all responsibility in connection with choosing whether or not to sign a contract, whether or not you obtained information about such contract on or through our Services. TermScout and its licensors, suppliers and affiliates, and the directors, officers, agents, and representatives of each, assume no (and hereby disclaim all) responsibility or liability of any kind, for any consequences you may encounter as a result of entering into a contract with any business.

Key Takeaway:  We cannot over state this: please do not use our Services as the basis for major decisions about whether to sign a contract or use a particular service.  If you’re making a risky or potentially life-changing decision, you should consult an attorney to help you understand how a contract applies to your particular facts.  Our Services are always generalized and will never take into consideration any particular set of facts.

Risk Allocation

Limits on TermScout’s Liability

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 18 months preceding the event that gave rise to the Loss.  Our indemnification obligations are excluded from this limit.  

Key Takeaway:  If you are not a paying customer, you cannot sue us for anything.  If you are a paying customer, you can recoup up to the amounts you paid us in the last 18 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 something goes 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.
Reminder:  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 – IT IS DESIGNED TO BE USED WITH YOUR ATTORNEY, NOT INSTEAD OF YOUR ATTORNEY.  ALWAYS CONSULT AN ATTORNEY TO DISCUSS HOW INFORMATION OBTAINED THROUGH OUR SERVICES MIGHT IMPACT YOU.

Your Indemnification of TermScout.  At this moment, we’re pleased to announce that we do not require our customers to indemnify us for anything. 

Force Majeure.  Neither you nor we will be liable to the other for acts or omissions beyond our reasonable control.

Limits on Your Liability

Limits on Your Liability, Generally.  We agree that your maximum liability for any and all Losses, excluding claims relating to your violations of the section below entitled Confidential Information and Intellectual Property, is limited to the total amount you paid us for all Services in the 18 months preceding the event that gave rise to the Loss.

Our Indemnification of You.  We promise to indemnify 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.

Warranties

Warranties.  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 Data Security & Privacy section below are the “Limited Warranties.”

Key Takeaway: 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, we will refund you or replace the product in question if you find a material inaccuracy you’re unhappy with.

Disclaimer of Warranties.  Other than the Limited Warranties, all of our Services are provided “as is,” with all faults, and without any other warranties of any kind.

Data Security & Privacy

Contractual Data Protection Commitments.  Your information will be handled in accordance with the terms of our Privacy Notice.  Currently, the only data we collect about you, if any, are 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 any third parties without your permission (except as reasonably needed to provide the Services to you) and to make commercially reasonable efforts to protect Your Data.

Key Takeaway: 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.  

Subprocessors.  We currently use the following subprocessors (the “Subprocessors”) to help us provide the Services to you:

  • Stripe, Inc., and
  • SiteGround Hosting Ltd.

Data Processing.  All of Your Data will be stored and processed by us within the United States.  You consent to our and our Subprocessors’ storing and processing of your data within the United States.

Breach Policy.  If we experience a data breach that has or is believed by us to have 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 to notify you of such a breach.

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 .

Key Takeaway: 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.

Term & Termination

Term.  These Terms shall remain in effect until terminated by either party.

Termination for Convenience.  Either of us may terminate at any time for any reason or no reason simply by providing notice to the other in accordance with the Notice provision set forth below.

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 it is (a) not compliant with the Limited Warranties, or (b) otherwise materially unsatisfactory to you.

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).

Payments & Refunds

Payments.  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.

Refunds.  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 and we will work with you to make it right or refund you.

Changes to the Agreements

Notification.  Things change, and so will our Terms. If you have an account with us or have signed up for one of our newsletters, we will provide you notice 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 (and 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 are accepting 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.

Confidential Information & Intellectual Property

IP.  Your IP is your IP, and our IP is our IP.  Your IP includes Your Data, and our IP includes the Services and Site Materials.  Neither of us grants any rights to the other to use or exploit its IP except for the rights we grant you below.

License to Use the Services. Many of our reports are sold with licenses limiting the number of people who can view or use the reports.  If at checkout or in a purchase order or other ordering document you purchase a license that is limited to a certain number of users, you may only use such report in accordance with those license terms.  Enterprise licenses may be used only within a single organization and its subsidiaries and affiliates. Upon your acceptance of these Terms, we grant you a revocable, non-exclusive, non-transferable, 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. All rights not expressly granted to you herein are reserved by us; there are no implied licenses under these Terms. The license granted to you in these Terms is expressly conditioned on your continued compliance with these Terms. 


Restrictions on Publication.  You agree not to engage in any activity that would constitute copyright infringement with respect to the Site Materials, including without limitation by publishing or otherwise publicly displaying any of the Site Materials.  You acknowledge that TermScout selected, reviewed, analyzed, compiled, arranged and adjusted data and information regarding the contracts we have reviewed (“TermReports”) and that 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.  You may not 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, 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.  Also 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, 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. 

Further, you agree not to engage in any activity that would constitute unfair competition or trademark infringement in connection with the Site Materials, including without limitation the TermReports.  You acknowledge that TermScout™, We Read the Fine Print™, TermScout.io™, Best in Class™, Certified Fair Contract™, TermReport™, TermScore™, TermAlert™, and Contract Report™ (collectively, “TermScout Marks“) are service marks and trademarks of TermScout.  You acknowledge that we actively and extensively use and promote the TermScout Marks and that there is substantial goodwill associated with the TermScout Marks.  You agree not to cite (orally, in writing, or otherwise), reproduce or re-publish the TermReport in any manner likely to deceive or cause confusion in the marketplace.  You understand and agree that, 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; thus, you agree not to cite (orally, in writing or otherwise), reproduce or re-publish the Site Materials without the prior written permission of TermScout 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 the prior written permission of TermScout. 

TheTermReports constitute confidential and valuable proprietary compilations owned by TermScout.  You will protect the confidentiality of (and not disclose to any person) the TermReports 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, but no less than a reasonable degree of care.  Any breach of the foregoing confidentiality obligation will cause TermScout irreparable harm for which there is no adequate legal remedy. I n 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.

Please be aware that we actively and aggressively enforce our IP rights to the fullest extent of the law.  Please send an e-mail to  to inquire about the possibility of alternative arrangements regarding the TermReports and Site Materials.

Key Takeaway: We work hard to produce our TermReports.  You’re welcome to use our Services for personal use, but if you want to publish any portion of our Site Materials or TermReports, tell your customers how great your contracts are, or otherwise gain from our hard work, please contact us so we can work with you on an appropriate license.

Suggestions.  If you provide any suggestions or feedback to us, you grant us a perpetual, irrevocable, fully-paid, royalty free, worldwide right to use such suggestions or feedback for any purpose we see fit.  However, you still own your feedback and suggestions, so you are also free to use them however you see fit.

Confidential Information.  We don’t want or expect you to share any confidential information 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.

Your Responsibilities

Restrictions.  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.

Notice

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.

To UsPlease provide any and all notices to us at .

Disputes

General Guidance.  If you have a dispute or issue with us, consider working directly with us to try to resolve the dispute informally first.

Governing Law.  In the event that fails, we both agree that these Terms are governed by Colorado law, and that any disputes arising under these Terms or otherwise arising between us shall be resolved in the federal or state courts located in Denver, Colorado.

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.

Miscellaneous

Assignment.  You agree that we can assign these Terms and any other agreements between us in the event that we are acquired by, or merge with, another company.

© 2019 TermScout. All rights reserved

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