Scout Trial Agreement Terms of Use
1. Acceptance of Terms:
The Scout trial services that Team Cymru provides to You (CLIENT) are subject to the following Terms of Use ("TOU"). Team Cymru reserves the right to update and modify the TOU at any time without notice to you. The most current version of the TOU can be reviewed by clicking on the "Terms of Use" hyperlink located at the bottom of our Trial End User License Agreement (EULA). When we make updates to the TOU, Team Cymru will update the date at the top of this page. By using the website after a new version of the TOU has been posted, you agree to the terms of such new version.
2. Description of Services:
The Scout trial services are as described in the Trial EULA and are subject to these TOU.
3. Ineligible Parties.
CLIENT or any CLIENT employee may not use the Scout if CLIENT knowingly: (1) is, or works for, a competitor of Team Cymru; (2) has been convicted of any computer or Internet-related crime within the last five (5) years; or (3) is located in a place where applicable law prohibits the use of the Scout.
4. Service Level Agreement:
Technical support will be provided as follows: Scout includes a service level agreement stipulating restoration of access within one (1) business day should the service be reported and confirmed as not accessible. Team Cymru has a 24x7 helpdesk for this purpose.
5. Ownership:
As between the parties: (a) Team Cymru owns all right, title, and interest in and to, or has obtained license to, the Scout and Scout Data (as defined herein), any updates thereto, and any technology used to provide the , Team Cymru’s trademarks, and any other materials of a kind or nature provided by Team Cymru to CLIENT under or in relation to this Agreement; and (b) CLIENT owns all right, title, and interest in and to derivative works (excluding the Scout and Scout Data and all updates thereto), and any other materials of any kind or nature provided by CLIENT to Team Cymru under or in relation to this Agreement. The rights holder expressly reserves all ownership rights not expressly granted herein.
6. Representations and Warranties:
Team Cymru has all rights, approvals, and/or authorizations necessary to provide the Scout described in the Agreement, free from all liens, encumbrances and claims of others. Team Cymru agrees that they will not submit information that they know at the time of submission to be false, and that they will submit information only in good faith. CLIENT acknowledges and agrees that information submitted may be unevaluated and unverified, and except as provided in the preceding sentence, no such submission shall constitute any representation or warranty. CLIENT acknowledges and agrees that they must use their own judgment in assessing the nature and accuracy of all the information. EXCEPT AS OTHERWISE PROVIDED HEREIN OR IN THE AGREEMENT, TEAM CYMRU HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE.
7. Protection of Confidential Information:
7.1 Confidential Information Defined. As used herein, “Confidential Information” means any closely held data, information or financial information in the possession of the disclosing party (“Discloser”), which is disclosed to the receiving party (“Recipient”), not generally available to the public and relates to, but is not limited to, techniques, methods, skills or operations developed or employed by Discloser and which Discloser desires to protect against unrestricted disclosure or exploitation. Any information disclosed by Discloser to Recipient hereunder is designated without marking to be, at the time of delivery, “Confidential Information”.
7.2 Recipient Shall Exercise Care to Protect Confidential Information. Recipient agrees to use the same degree of care in protecting confidential information received under this Agreement as they exercise with respect to their own confidential information.
7.3 Confidential Information Exceptions. This Agreement imposes no obligation upon the Recipient with respect to Confidential Information which: (a) was in the possession of, or was known by, the Recipient prior to its receipt from the Discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the Recipient from a third party, without an obligation to keep such information confidential; (d) is identified in writing or by cryptographically signed email by Discloser as no longer Confidential or for disclosure; or (e) must be disclosed in connection with judicial or regulatory proceedings, or in accordance with a court order or statutory requirement, provided, if legally permitted, notice of same is given by the Recipient to the Discloser prior to such disclosure, giving Discloser an adequate opportunity to interpose an objection or take action to secure handling of the Confidential Information.
8. Limitation of Liability.
Except for breaches of the confidentiality obligations defined in the above section titled “Protection of Confidential Information”, in no event will either party be liable for any Special, Incidental, Indirect, or Consequential Damages whatsoever arising out of or in any way related to the use of or inability to use the data/analysis provided under or in connection with any provision of this Agreement, even in the event of default, Tort (including negligence), Strict Liability, Breach of Contract or Breach of Warranty, and even if advised of the possibility of such damages.
9. Suspension/Termination:
9.1 Suspension of /Termination. Scout may be suspended by Team Cymru under this Agreement, or this Agreement may be terminated by written notice to the other party (i) by Team Cymru at its sole discretion for any reason; (ii) by either party in the event that the other party has committed any other material breach of any of its obligations hereunder; (iii) by mutual written agreement of the parties.
9.2 Effect of Termination. Upon termination of this Agreement, the license granted to Client in this Agreement shall terminate, and Client shall immediately discontinue all further use of the Scout.
10. Governing Law. This Agreement shall be construed, governed and interpreted in accordance with the laws of the State of Florida, U.S.A. without regard to its conflicts of laws provisions; provided, however, that the statutory and other requirements applicable to U.S. Federal law shall be interpreted in accordance with the decisions of applicable federal courts and boards of contract appeals in lieu of state law.
11. Entire Agreement. This Agreement and the EULA constitutes the entire agreement between the parties with respect to the Scout Trial.