SCOUT SECURITY, INC.
WEBSITE TERMS OF USE

Last Updated: October 12, 2014

These terms of use ("TOU") are an agreement between the users ("you" or "your") of the websites identified below on the one hand and Scout Security, Inc., its subsidiaries and affiliates (collectively, "Company", "we," "us") on the other hand (each of Company and you may be referred to herein as a "Party" or, collectively, "Parties"). These TOU apply to the website(s) www.scoutalarm.com and such other mobile applications, websites, domains and sub-domains and services, however accessed and/or used, whether via personal computers, mobile devices or otherwise, as well as mobile applications, interactive features and downloads that the Company owns, operates, and makes available through its websites and mobile applications (collectively, the "Sites"). This includes interactive features or materials and mobile applications that by their nature interact with the Sites. These TOU govern your use of the Sites and the related services ("Services") and/or content, including, without limitation, any information, text, software, scripts, graphics, photographs, audio and/or visual materials (individually or in combination), features and other materials uploaded, downloaded or appearing on or available through the Sites (collectively, "Content").

The Sites are intended for a general audience aged eighteen (18) years and older. If you are under the age of 18, you are prohibited from using the Sites.

Acceptance of Terms

  • Your access to and use of the Sites, Content and Services offered to you is expressly conditioned on your acceptance in their entirety, without modification, of these TOU, the Privacy Policy, and the other policies posted here. Your use of the Sites constitutes your agreement to all such terms, conditions, and notices. Your use of a particular section of the Sites may also be subject to additional terms as set forth in such section ("Additional Terms"). By entering the Sites, you expressly agree to follow, be bound by and adhere to these TOU and any Additional Terms in their entirety. If you do not agree to these TOU and the applicable Additional Terms and all of the other policies and terms referenced herein (the "Terms and Conditions") in their entirety, you are not authorized to use the Sites in any manner or form whatsoever.
  • In the event that any of the terms, conditions, and notices contained herein conflict with the Additional Terms or other terms and guidelines contained within any particular section of the Sites or with any terms included with any product or service purchased from us, then these TOU shall control, except for any conflict with any applicable End User License Agreement and Product Warranty (the "EULA"). In the event of a conflict between these TOU and the EULA, the terms of the EULA shall govern, and these TOU shall be deemed modified to the minimum extent necessary to resolve such conflict; duplicative, co-extensive or overlapping provisions shall not be deemed to result in a conflict unless it is impossible for both to apply at the applicable time or times.

Ownership of Sites, Licenses and Access

  • The Sites are owned by Company.
  • The Company grants you a limited license to access and make personal use of the Sites but does not grant you the authority to download or modify any portion of the Company's proprietary information, Content found on the Sites, or the Sites themselves, unless you have obtained prior and express written consent from the Company. This license does not include any derivative use of the Sites or Content or any use of data mining, robots, or similar data gathering and extraction tools.
  • You agree that you will use the Sites only in combination with Company products and services or Company authorized products and services. If you are the manufacturer or distributor or authorized representative of a product or service that is not an authorized product or service, and you wish to request support for your product or service, please send an email to support@scoutalarm.com to request further information. The Company is not required to acknowledge or respond to any such request, or to engage in or continue any discussions that may result from any such request, but may do so in its sole discretion.
  • You may not frame or utilize framing techniques to enclose any materials located on the Sites, including, without limitation, any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Company, third parties, or Company affiliates without express written consent from the Company. (In the case of third parties, express written consent from the appropriate third party owner/licensee of any materials, including Content, is required). You may not use any Company tags or any other "hidden text" utilizing the Company's name or trademarks without the express written consent of the Company. Any unauthorized use terminates any permission or license granted by the Company. For purposes of clarity, these TOU and the license(s) granted to you hereunder EXPRESSLY EXCLUDE the right to use any Content except as made available to you on the Sites. You may not copy or disseminate any Content or other materials from the Sites.
  • The Company grants you permission to create a link to the Sites only as follows: the Company grants to you a limited, revocable, and non-exclusive license to create a hyperlink to the home page of www.scoutalarm.com so long as the link does not portray the Company, Content, or the Company's products or services in a false, misleading, derogatory, or otherwise offensive manner. You may not use any Company logo or other proprietary graphic or trademark as part of the link without first obtaining express written permission from the Company. For purposes of clarity, the Company may obtain certain materials and Content through a third party content provider(s) under a license from said provider(s). THE LANGUAGE HEREIN NEITHER INTENDS TO, NOR SHALL IT BE INTERPRETED AS INTENDING TO, GRANT YOU ANY RIGHTS, TITLE, OR INTEREST TO THE COMPANY'S SITE MATERIALS OR CONTENT. By using the Sites, you expressly agree that you shall respect the intellectual property rights of all third parties, the Company, and any others who may provide materials and/or other Content to the Sites. We only display licensed content obtained from such third party provider(s) in their original form and as licensed, unless expressly otherwise permitted by the license. The information that we provide is for your personal and non- commercial use.

No Unlawful or Prohibited Use

As an express condition of your use of the Sites, you agree, represent, and warrant that you will not use the Sites for any purpose that is unlawful or prohibited by these TOU or the other Terms and Conditions. You may not use the Sites in any manner which could damage, disable, overburden, or impair the Sites or the network(s) connected to the Sites or interfere with any other party's use and enjoyment of the Sites.

You may not use automated means of any kind to manipulate Company data, information or services. You may not use automated means, including spiders, robots, crawlers, or similar technologies on the Sites or in connection with the sites for any purpose. You may not decompile, dissemble, reverse engineer, copy, create derivative works from or display any of the Sites' or Company's software code. You may not attempt to gain unauthorized access to the Sites, other accounts, computer systems, or networks connected to the Sites through hacking, password mining, or any other means. You may not upload, link to, post or transmit in any way connected to the Sites: (i) content of an illegal nature (including content that violates third party intellectual property rights); (ii) pirated software (or software sites), content that facilitates "hacking" or "cracking"; (iii) content with the sole purpose of causing harm or inciting hatred or content that could be considered as slanderous or libelous. You may not obtain, or attempt to obtain, any materials or information through any means not intentionally made available through the Sites. Company expressly prohibits using the Sites in any way for: bullying; pre-texting (impersonation); or spamming (sending unsolicited messages or junk mail).

Company reserves the right, in its sole and exclusive discretion, to immediately suspend or terminate the account(s) of and/or any and all access to the Sites for any user of the Sites who violates any of the above. You expressly understand and agree that violation of the above may result in termination of your access and/or account without refund of any fees or other amounts paid by you to the Company or others.

Personal Non-Commercial Use Limitation

Unless otherwise specified, the Sites are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Content, information, software, products, or Services obtained from the Sites.

Modification of the TOU

Company reserves the right to change the terms, conditions, and notices concerning your use of the Sites without notice. You are responsible for regularly reviewing these TOU and any other Terms and Conditions posted on the Sites. We will always post the date that the TOU and/or the Additional Terms were last revised. Your continued use of the Sites constitutes your continued agreement to all such terms, conditions, and notices.

Termination of Access

  • The Company reserves the right, in its sole discretion, to terminate or limit your access to any or all of the Sites, or any portion thereof, at any time without notice.
  • You must be at least eighteen (18) years of age to use the Sites or to submit any personal information to the Company and, if you are under the age of eighteen (18), you may only use the Sites with the permission of and in the presence of your parent(s) or legal guardian. As such, if you transact or attempt to transact any business with the Company or submit, or attempt to submit, any personal information to the Company, YOU AFFIRMATIVELY REPRESENT AND WARRANT THAT YOU ARE AT LEAST THIRTEEN (13) YEARS OF AGE (AND, IF UNDER THE AGE OF EIGHTEEN (18), THAT YOU HAVE PARENTAL PERMISSION TO USE THE SITES AND ARE IN THE PRESENCE OF YOUR PARENT OR LEGAL GUARDIAN) AND THAT YOU POSSESS THE LEGAL RIGHT TO USE THE SITES IN ACCORDANCE WITH THE STATED TOU AND ALL OTHER TERMS AND CONDITIONS.
  • You hereby agree to supervise usage by, and be responsible for the actions of, any minors who use your computer or mobile device and/or account(s) to ensure compliance herewith. The use by any minor of the Sites from your computer or mobile device and/or account(s) constitutes your agreement to these TOU.

Material Provided to the Company

If you submit any materials, feedback, your original content, or other communications (collectively, "Submission") to the Sites or to the Company, you grant the Company and its designees and sub-licensees permission to use your Submission in connection with the operation of their businesses including, without limitation, the right to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, prepare derivative works from and reformat your Submission, and publish your name in connection with your Submission. No compensation will be paid with respect to the use of your Submission, as provided herein. The Company is under no obligation to post or use any Submission that you provide and the Company may remove any Submission at any time in its sole discretion. If the Company does post or use any Submission, the Company may remove, modify or cease to use such Submission at any time in the Company's sole discretion.

Copyrights and Trademarks

All of the materials and Content appearing on the Sites are either owned, licensed or sub- licensed (including, without limitation, through these TOU) to the Company and are used by the Company in accordance with the applicable licenses and laws. You may not copy, distribute, or otherwise disseminate any materials or Content (including any logos, images, or data) from the Sites or otherwise use in any manner inconsistent with the exclusive rights of the copyright or trademark holder, unless you are the owner of said materials or Content or have express written permission from the owner of said materials. All rights not expressly licensed to you under these TOU or other applicable Terms and Conditions are expressly reserved by the Company, or if applicable by the owner of such rights.

Links to Third Party Websites

  • The Sites may contain links to third party websites (collectively, "Linked Sites"). The Company does not control any Linked Sites and is therefore not responsible for the content posted to the Linked Sites, including, without limitation, any link contained in a Linked Site, or any changes or updates made to a Linked Site. The Company is not responsible for webcasting or any other form of transmission received from any Linked Site. The Company is also not responsible in the event that a Linked Site is not functioning properly. The Company provides the Linked Sites to you as a convenience, and the inclusion of any link does not imply endorsement by the Company of the Linked Sites or any association with its operators. You are responsible for reviewing and abiding by the privacy policies and terms of use policies posted on or otherwise applicable to all of the Linked Sites.
  • Any contact that you have with third parties (including advertisers) through the Sites or by your participation in promotions, including the delivery of and payment for goods and services, and any other terms, conditions, warranties, or representations associated with such dealings or promotions are solely between you and that third party. The Company shall not be responsible or liable for any part of any such dealings or promotions.

Disclaimer of Warranties and Limitation of Liability

EXCEPT AS PROVIDED IN THE EULA WITH RESPECT TO COMPANY "Products" (AS DEFINED IN THE EULA), THE INFORMATION, SOFTWARE, CONTENT, SERVICES AND PRODUCTS INCLUDED IN OR AVAILABLE THROUGH THE SITES ARE PROVIDED AS-IS, AND MAY INCLUDE INACCURACIES, DEFECTS OR TYPOGRAPHICAL ERRORS. CHANGES MAY BE MADE TO THE SITES FROM TIME TO TIME AND TO THE INFORMATION CONTAINED THEREIN. THE COMPANY AND/OR ITS AUTHORIZED BUSINESS RELATIONS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SITES AT ANY TIME.

THE COMPANY AND ITS BUSINESS RELATIONS DO NOT MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, ACCURACY OF THE CONTENT, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS CONTAINED WITHIN THE SITES FOR ANY PURPOSE. EXCEPT AS PROVIDED IN THE EULA WITH RESPECT TO COMPANY "PRODUCTS" (AS DEFINED IN THE EULA), ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE COMPANY AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE, AND NON-INFRINGEMENT.

YOU SPECIFICALLY AGREE THAT THE COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED (OR NOT SENT OR RECEIVED), OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SITES. YOU EXPRESSLY AGREE THAT THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OR ANY INFRINGEMENT OF ANOTHER'S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS, MADE BY YOU OR BY A THIRD PARTY. YOU EXPRESSLY AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING AND/OR INCLUDED IN THE SITES BY ANY THIRD PARTY.

IN NO EVENT SHALL THE COMPANY AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITES, WITH THE DELAY OR INABILITY TO USE THE SITES OR RELATED SERVICES, WITH THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND RELATED GRAPHICS OBTAINED THROUGH THE SITES, OR OTHERWISE ARISING OUT OF THE USE OF THE SITES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE COMPANY OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR DIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THIS EVENT, THE COMPANY'S LIABILITY TO YOU WILL NOT EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY TO ACCESS THE SITES IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF A CLAIM BY YOU AGAINST THE COMPANY. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES, OR WITH ANY PART OF THESE TOU, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITES.

THE LIMITATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND COMPANY AND REFLECTS AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS). ACCESS TO THE SITES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

Indemnification

You agree to indemnify and hold the Company and its respective officers, directors, employees, agents, successors, and assigns harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to, or arising out of, your use of the Sites and/or any information (text or graphical), software, or products obtained through the Sites and/or from Company.

Applicable Law/Agreement to Arbitrate

  • The Parties agree that all services provided by Company shall be deemed solely based in Illinois.
  • The Parties agree that all disputes against Company and any disputes that may arise out of these TOU or out of each Party's relationship to with the other, including but not limited to disputes as to these TOU, the Sites license, Sites access restriction and/or termination, Company's trademarks, copyrights, patents, trade secrets, trade dress and other intellectual property rights; user accounts, privacy, Services, Products, Content, and disclaimer of warranties (collectively, "Claims") shall be governed by the internal laws of the State of Illinois, U.S.A. without regard to choice of law principles.
  • The Parties both expressly agree that any and all Claims shall be submitted for final and binding resolution through binding Arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
  • The arbitrator, and not any court, federal, state, or local court or agency, shall have exclusive authority to resolve any Claim, including any Claim arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of these TOU including, but not limited to, any claim that all or any part of the Agreement to Arbitrate or User Agreement is void or voidable.

Arbitration Procedures

The Parties agree that any and all disputes that may arise out of these TOU or out of each Party's relationship to with the other shall be submitted to the American Arbitration Association's ("AAA") Chicago, Illinois office, pursuant to their procedures (including filing and notification procedures). The award rendered by the arbitrator shall be final and binding and may be entered in the Circuit Court of Cook County, Illinois and you irrevocably consent to exclusive jurisdiction and venue in AAA and such courts (except that nothing herein shall prevent either Party from initiating a small claims court action).

Prohibition of Class and Representative Actions and Non-Individualized Relief

THE PARTIES AGREE THAT EACH 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.

Judicial Forum for Legal Disputes

Unless the Parties agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to either Party or to a particular claim or dispute, either as a result or a decision by the arbitrator or a court order, the Parties agree that any Claim must be resolved exclusively in the Circuit Court of Cook County, Illinois and you irrevocably consent to exclusive jurisdiction and venue in such courts, or if such courts determine that such courts lack subject matter jurisdiction, the U.S. Federal Court located in Cook County, Illinois.

Severability/No Waiver

  • If any part of these TOU are determined to be invalid or unenforceable pursuant to applicable law including, without limitation, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by the valid and enforceable provision that is the closest match to the intent of the original provision and the remainder of these TOU shall remain in effect.
  • No waiver of any of the terms of these TOU will be valid unless in writing and designated as such. No failure or delay in enforcing a Party's rights shall be construed as a waiver.

Language

It is the express will of the Parties that these TOU be prepared in English. In the event that these TOU are translated into another language or otherwise reprinted, this English language version of these TOU (as amended) shall govern if any inconsistencies from such translation arise.

Entire Agreement

Unless otherwise specified herein or in a writing executed by the Parties, these TOU, the EULA and Product Warranty, the Privacy Policy, and all related documents (scoutalarm.com/eula, scoutalarm.com/privacy-policy) constitute the entire agreement between you (the user) and the Company with respect to the use of the Sites. These TOU supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Sites.

Errors, Omissions, and Changes

While the Company endeavors to use reasonable efforts to ensure the accuracy of the materials and Content presented, these TOU explicitly warn you that this service may include typographical errors and/or technical inaccuracies.

The Company reserves the right to change these TOU as it deems reasonable and appropriate without notice to you. Any changes to these TOU are effective as soon as such changes are posted to the Sites or mobile applications. The date of the most recent changes to these TOU are listed at the beginning of this document. The Company encourages you to verify the date that these TOU were last updated whenever you contact The Sites or mobile applications to determine whether or not changes were made. The Company may, from time to time, post notices on the Sites or mobile applications if the Company believes, in its sole discretion, that it has made material changes to these TOU.

Company takes reasonable and industry standard measures to protect information transmitted via the Internet. However, please remember that transmissions on the Internet are not always confidential even if the Company and you take protective measures. If you are transmitting confidential information, you are doing so at your own risk.

Customer Service

If you have any questions, comments, or concerns, please contact the Company's customer service department, during normal business hours Monday through Friday Central Standard time at 1-844-AT- SCOUT (287-2688) or e-mail at info@scoutalarm.com.

Company expressly reserves any rights not explicitly granted in these Terms and Conditions.