Terms of Service
this web page is a legal document (“Agreement”)
between you (“the SUBSCRIBER”) and Phillip zedalis (“CORPORATION”). THis Agreement
states the terms and conditions under which you may use the scoutdata.com web site. please read this agreement carefully
before accessing and using the scoutdata.com web site. By using and accessing the
scoutdata.com web site you indicate that you have read and understand this Agreement
and agree to be bound by this agreement. if you do not accept this Agreement, do
not access and use the scoutdata.com web site. phillip zedalis may revise this agreement
at any time without notice by updating this Agreement. You should visit this web
page periodically to review the agreement.
TERMS AND CONDITIONS
These Terms and Conditions
(“Agreement”) are made as of the Effective Date by and between Phillip Zedalis,
an Illinois resident with offices located at 447 N. Cambridge Dr. Palatine, IL 60067,
(“Corporation”) and the Subscriber, as defined hereunder.
WITNESSETH
WHEREAS, Corporation has developed and owns that certain ScoutData.Com (as
defined hereinafter) for use and access by Subscriber via the Internet; and
WHEREAS, Subscriber desires to access and use ScoutData.Com in accordance
with the terms and provisions of this Agreement;
NOW, THEREFORE, in consideration of the mutual benefits of the covenants
and restrictions herein contained, Subscriber and Corporation hereby agree as follows:
ARTICLE I:
RECITALS AND DEFINITIONS
Section
1.01 -- Recitals: The above recitals
and identification of parties are true and correct.
Section
1.02 -- Definitions: The following
definitions shall apply:
(1)
Access: The term “access” and variants thereof (including,
without limitation, “accessing” and “accessible”) shall mean to store data in, retrieve
data from or otherwise approach, display, reproduce, frame, establish a Link to,
or make use of (directly or indirectly) through electronic means or otherwise.
(2)
[ScoutData.Com]: The term “ScoutData.Com” shall mean that
certain Web Site referred to as the ScoutData.Com which is located on the Internet
at http://www.scoutdata.com, including any and all Corporation Technology used,
incorporated, stored or accessible therein, as implemented on the Corporation System
and made accessible to Subscriber through the Internet using the Password.
(3)
Effective
Date: The term “Effective Date”
shall mean the date the Subscriber receives the Password from Corporation or accesses
the ScoutData.Com, whichever occurs first.
(4)
Corporation
Marks: The term “Corporation Marks”
shall mean trademarks, trade names, service marks and trade dress of Corporation
and parent companies, subsidiaries and affiliates of Corporation, including, without
limitation, ScoutData.Com.
(5)
Corporation
System: The term “Corporation System”
shall mean computer systems and communication equipment used for hosting ScoutData.Com
and providing Subscriber access to ScoutData.Com.
(6)
Corporation
Technology: The term “Corporation
Technology” shall mean any and all Technology developed by or for Corporation
(7)
Internet: The term “Internet” shall mean that certain
global network of computers commonly referred to as the Internet, including (without
limitation) the world wide web.
(8)
Licensed
Content: The term “Licensed Content”
shall mean third party Technology incorporated in whole or part into the ScoutData.Com.
(9)
Link: The term “Link” shall mean text, icons,
graphic symbols that upon selection or activation, link or associate to, execute,
access or retrieve an off-screen Web Site or Technology.
(10)
Password:
The term “Password” shall mean that certain password and SUBSCRIBER name assigned
by Corporation to Subscriber for accessing ScoutData.Com as may be modified from
time to time as provided hereunder.
(11)
Policy Statement:
The term “Policy Statement” shall mean those certain written statements of policies
(in printed or electronic form) concerning access to ScoutData.Com as may be adopted
by Corporation and as modified by Corporation from time-to-time.
(12)
Restatements:
The term “Restatements” shall mean Section 757 of the Restatement of Torts,
Section 39 of the Restatement (Third) of Unfair Competition, Section 1 of the Uniform
Trade Secrets Act and 18 U.S.C. §1839.
(13)
Subscriber:
The term “Subscriber” shall mean the individual or entity assigned the password
used to access ScoutData.Com.
(14)
Technology:
The term “Technology” shall mean information, data, ideas, works of authorship,
computer software, source code, object code, executable code, software libraries,
documentation, databases, database designs, data dictionaries, data models, fields,
records, scripts, texts, interfaces, interface designs, screen displays, Web Sites,
web pages, Links, visual works, graphic images, audio, video, compilations, formulas,
methodologies, techniques, processes, procedures, adaptations, derivative works,
computers, hardware, peripherals, components, networks, product lists, supplier
lists and customer lists.
(15)
Term: The term “Term” shall mean a period
of time starting on the Effective Date and ending on the date either party cancels
the Password as provided hereunder.
(16)
Unauthorized Access: The term “Unauthorized
Access” shall mean any access to ScoutData.Com except for access during the Term
for the exclusive purpose of viewing, browsing, retrieving, uploading and posting
information on and ordering products through ScoutData.Com using the Password on
behalf of Subscriber in accordance with this Agreement.
(17)
Unauthorized User: The term “Unauthorized
User” shall mean any individual who accesses ScoutData.Com except for Subscriber
and employees and agents of Subscriber authorized by Subscriber to access ScoutData.Com
for purposes of viewing, browsing, retrieving, uploading and posting information
on and ordering products through ScoutData.Com during the Term using the Password
on behalf of Subscriber in accordance with this Agreement.
(18)
Web Site:
The term “Web Site” shall mean that certain multimedia interactive product
which is a compilation of data, information, computer software, graphics, audiovisual,
components and coding formatted for use on the world-wide-web of the Internet and
commonly referred to as a web site.
ARTICLE II:
SCOPE OF USE
Section
2.01 -- Access: Corporation hereby
grants Subscriber a non-exclusive, non-transferable and revocable license to access
ScoutData.Com, during the Term, solely for viewing, browsing, retrieving, uploading
and posting information, and ordering products on or through ScoutData.Com, subject
to the terms and provisions of this Agreement.
Section
2.02 -- Policy Statement: During
the Term, Subscriber shall comply with the Policy Statement. Corporation may modify
the Policy Statement from time to time at the exclusive discretion of Corporation
Section
2.03 -- Password: Subscriber hereby accepts responsibility for, and shall be
liable for, all access to ScoutData.Com in connection with the Password. Subscriber
shall be responsible for the confidentiality of the Password. Modification of the
Password shall be subject to the approval of Corporation
Section 2.04 -- Unauthorized Access: Subscriber shall prevent Unauthorized Users from
accessing ScoutData.Com. Subscriber shall prevent Unauthorized Access
to ScoutData.Com.
Section 2.05 -- Cancellation:
Corporation may cancel the Password, for convenience and in the exclusive discretion
of Corporation, upon providing written notice of such cancellation to Subscriber
in accordance with Section 5.06 of this Agreement. Subscriber may cancel the Password,
for convenience and in the exclusive discretion of Subscriber, upon providing written
notice of such cancellation to Subscriber in accordance with Section 5.07 of this
Agreement. Upon cancellation of the Password, Subscriber shall immediately cease
and desist any and all access to and attempts to access ScoutData.Com.
ARTICLE III: INTELLECTUAL PROPERTY
Section
3.01 -- Ownership and Title: Title
to ScoutData.Com (excluding Licensed Content), including ownership rights to any
and all patents, copyrights, trademarks and trade secrets in connection therewith
shall be the exclusive property of Corporation
Section
3.02 -- Unauthorized Use:
Subscriber shall not copy or download ScoutData.Com without the prior written
consent of Corporation Subscriber shall not access, modify, reverse engineer, reproduce,
display, perform or distribute, including (without limitation) by framing or similar
means, ScoutData.Com without the prior written consent of Corporation Subscriber
shall not (directly or indirectly) promote, advertise, market or provide any Web
Site similar to or competitive with ScoutData.Com.
Section
3.03 -- Trademarks: Corporation
shall retain all rights, title and ownership interests in the Corporation Marks
and goodwill associated therewith. Subscriber acknowledges that, excepting the Corporation
Marks, all other product, service and company names mentioned in ScoutData.Com may
be trademarks of their respective owners.
Section
3.04 -- Proprietary Information:
Subscriber shall hold Corporation Technology in strict confidence and shall not
access or disclose Corporation Technology except as otherwise permitted under this
Agreement. Subscriber hereby acknowledges
and agrees that the Corporation Technology derives independent economic value (actual
or potential) from not being generally known to other persons who can obtain economic
value from its disclosure or use and not being readily ascertainable by proper means
by other persons who can obtain economic value from its disclosure or use; is the
subject of reasonable efforts under the circumstances to maintain its secrecy; and
is a trade secret as defined under the Restatements.
Section
3.05 -- No Contest: Subscriber
shall not contest or aid in contesting the ownership or validity of the copyrights,
trademarks, service marks and trade secrets (as applicable) of Corporation in connection
with ScoutData.Com.
Section
3.06 -- Subscriber Submissions:
Any Technology (except the Password and ordering information) uploaded, posted or
submitted by Subscriber on ScoutData.Com shall be deemed non-confidential. Subscriber
hereby grants Corporation an irrevocable, worldwide, perpetual, nonexclusive license
to access, use, reproduce, modify, adapt, release, perform, display, distribute,
sell and disclose such Technology, in whole or in part, in any manner and for any
purpose whatsoever, and to have and authorize others to do so. Subscriber represents
and warrants that Subscriber possesses all necessary rights, title and interests
to rightfully grant Corporation the foregoing license, free and clear of any encumbrances,
third party interests and restrictions. Subscriber also represents and warrants
that all information provided by Subscriber in connection with ScoutData.Com and
this Agreement is true, complete and accurate.
ARTICLE IV: WARRANTY AND INDEMNIFICATION
Section 4.01 -- Express Warranties: Subscriber
hereby acknowledges and agrees that Corporation (including officers, employees,
agents, directors and independent contractors of Corporation has not made or granted
to Subscriber any express warranties concerning ScoutData.Com or any
products and services offered through ScoutData.Com.
Subscriber hereby acknowledges that ScoutData.Com does not constitute grant of an
express warranty concerning any products and services offered through
ScoutData.Com and Subscriber hereby waives any
and all claims of warranty based on ScoutData.Com.
SECTION 4.02 -- WARRANTY
LIMITATION:
SCOUTDATA.COM IS PROVIDED “AS IS” WITHOUT
WARRANTY OF ANY KIND. CORPORATION, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY
DISCLAIMS AND SUBSCRIBER HEREBY WAIVES ALL WARRANTIES BY CORPORATION, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF FITNESS FOR A
PARTICULAR PURPOSE, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF
NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN CONNECTION WITH SCOUTDATA.COM
AND PRODUCTS AND SERVICES OFFERED THROUGH SCOUTDATA.COM. CORPORATION DOES NOT WARRANT
AND SUBSCRIBER HEREBY WAIVES ANY WARRANTY THAT USE OF OR ACCESS TO SCOUTDATA.COM
BY SUBSCRIBER WILL BE UNINTERRUPTED OR ERROR FREE. CORPORATION DOES NOT MAKE ANY
WARRANTY AND SUBSCRIBER HEREBY WAIVES ANY AND ALL WARRANTIES AS TO THE RESULTS OBTAINED
FROM USE OF SCOUTDATA.COM OR AS TO THE ACCURACY, COMPLETENESS, TIMELINESS OR RELIABILITY
OF SCOUTDATA.COM. SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT USE OF THE INTERNET
AND SCOUTDATA.COM SHALL BE AT THE SOLE AND EXCLUSIVE RISK OF SUBSCRIBER AND SUBJECT
TO THE RESTRICTIONS, TERMS AND CONDITIONS, RULES, REGULATIONS, POLICIES, APPLICABLE
LAWS AND CODES OF CONDUCT GOVERNING THE INTERNET AND SCOUTDATA.COM.
Section 4.03 -- Inaccuracies:
Subscriber hereby acknowledges that
ScoutData.Com may contain errors, inaccuracies and omissions. Subscriber shall assume
any and all risk of loss, harm or damage associated with Subscriber access to and
use of ScoutData.Com.
Section 4.04 -- Limitation of Liability:
Corporation shall not be liable for any lost profits or consequential, exemplary,
incidental or punitive damages (including, without limitation, in connection with
(i) use, performance or operation of ScoutData.Com; (ii) use, performance or operation
of the Internet or use of the Internet by Subscriber; (iii) loss of data; AND (IV)
PRODUCTS AND SERVICES OFFERED THROUGH SCOUTDATA.COM),
regardless of the form of action, whether in contract or in tort, including negligence,
AND regardless of whether Corporation has been advised of the possibility of such
damages in advance or whether such damages are reasonably foreseeable.
Section 4.05 -- Limitation of Damages:
the sole remedy of subscriber for any reason and for any cause of action whatsoever
in connection with this agreement, ScoutData.Com, and products and services offered
through ScoutData.Com, regardless of the form of action, whether in contract or
in tort, including negligence, shall be modification of ScoutData.Com, as determined
by Corporation.
Section 4.06 -- Indemnification: Subscriber shall release, defend, indemnify
and hold harmless Corporation (including its officers, directors, employees, affiliates,
contractors and agents) from and against any expense, loss, cost or liability (including,
without limitation, attorney fees and paralegal fees) arising from any and all claims,
demands, damages or actions resulting from or related to (i) use by Subscriber of
the Internet, ScoutData.Com or products or services offered through ScoutData.Com
(including, without limitation, any claims for
breach of warranty, loss of data, libel, slander, invasion of privacy or false advertising);
(ii) performance of ScoutData.Com; (iii) Subscriber’s negligence or any tortious
acts (or failures to act) of Subscriber; (iv) products or services offered through
ScoutData.Com; and (v) any breach by Subscriber of the obligations of Subscriber
under this Agreement.
Section 4.07 -- Export Assurance:
Subscriber shall not perform any act in conflict with or in violation
of the export laws and regulations of the United States of America, including (without
limitation) the Export Administration Act, 50 U.S.C. §2401, et seq., the Export
Administration Regulations, 15 C.F.R. Parts 730-774, the Arms Export Control Act,
22 U.S.C. §2751, and the International Traffic in Arms Regulations, 22 C.F.R. Parts
120-130, as amended.
Section
4.08 -- Links: Subscriber hereby
acknowledges that ScoutData.Com may contain Links to third party Web Sites. Any
such Links are provided solely as a convenience to Subscriber and do not constitute
an endorsement by Corporation of such Web Sites and the third party content therein.
ARTICLE V: MISCELLANEOUS
Section 5.01 -- Entire Agreement: This Agreement contains the entire understanding
of the parties relating to the subject matter hereof
and supersedes all previous verbal and written agreements between Corporation and
Subscriber relating to the subject matter hereof.
Section 5.02 -- Amendments and Modifications: Excepting
modifications made to the Policy Statement by Corporation and modifications made
to this Agreement by Corporation, any alteration, modification or amendment of this
Agreement shall be void unless such alteration, modification or amendment is in
writing and signed by an authorized representative of Corporation
Section 5.03 -- Severability: If a provision of this Agreement is rendered
invalid, the remaining provisions shall remain in full force and effect.
Section 5.04 -- Captions: The headings and captions of this Agreement
are inserted for convenience of reference and do not define, limit or describe the
scope or intent of this Agreement or any particular section, paragraph, or provision.
Section
5.05 -- Governing Law: This Agreement
shall be governed by the laws of the state Palatine, IL, without regard to any rules
of conflict or choice of laws which may require the application of laws of another
state, and venue shall be Cook County, Palatine, IL.
Section 5.06 -- Subscriber Notice: All notices to Subscriber shall be in writing.
Notices to Subscriber shall be deemed delivered when posted conspicuously on ScoutData.Com
or when delivered to Subscriber electronically, by commercial overnight delivery
service, by Certified or Registered Mail - Return Receipt Requested - or by hand.
Notices to Subscriber shall be deemed given when dispatched. Notices posted conspicuously
on ScoutData.Com or delivered to Subscriber electronically (including, without limitation,
electronic mail) shall be deemed written notices.
Section 5.07 -- Corporation Notice: All notices to Corporation shall be in writing.
Notices to Corporation shall be deemed delivered when delivered by commercial overnight
delivery service, Certified or Registered Mail - Return Receipt Requested - or by
hand to the address set forth below for Corporation.
Notices to Corporation shall be deemed given on the date notice is received
by Corporation (as evidenced in the case of Certified or Registered Mail by Return
Receipt).
Corporation
Address
Phillip Zedalis
447 N. Cambridge
Dr.
Palatine, IL 60067
Section 5.08 -- Pronouns/Gender: Pronouns and nouns shall refer to the masculine,
feminine, singular or plural as the context shall require.
Section 5.09 -- Remedies:
All remedies under this Agreement are in addition to equitable remedies and remedies
provided by law and are cumulative.
The parties hereby acknowledge and agree that damages at law will be an inadequate
remedy to Corporation In addition to remedies at law and other rights which may
be available, Corporation shall have the right of specific performance, injunction
or other equitable remedy (including, without limitation, the right to such equitable
remedies prior to or pending arbitration) in the event of a breach or threatened
breach of this Agreement by Subscriber.
Section 5.10 -- Waiver: Waiver of a breach of this Agreement shall
not constitute a waiver of any other breach. Failure to enforce any provision of
this Agreement shall not constitute a waiver or create an estoppel from enforcing
such provision. Any waiver of a provision of this Agreement shall not be binding
unless such waiver is in writing and signed by the waiving party.
Section 5.11 -- Survival:
The terms and provisions of Sections 2.04 and 2.05 and Articles I, III, IV and V
of this Agreement shall survive cancellation of the Password.
Section
5.12 -- Public Announcements: All
public announcements concerning ScoutData.Com or the relationship of Subscriber
and Corporation shall be subject to the prior written approval of Corporation
Section
5.13 -- Arbitration: Any controversy
or claim arising out of or relating to this Agreement, or breach thereof, shall
be settled by arbitration in accordance with the Arbitration Rules of MyTechnologyLawyer.com
in Palatine, IL. Judgment upon the award rendered by the arbitrators may be entered
in any court having jurisdiction thereof.
Qualified Arbitrators shall be selected by the parties in accordance with the Arbitration
Rules of MyTechnologyLawyer.com. Each
party shall have the right of discovery as set forth in the Federal Rules of Civil
Procedure. The Arbitration shall be administered by MyTechnologyLawyer.com.
Section 5.14 -- Litigation Expense: In
the event of litigation or arbitration arising out of or relating to this Agreement,
each party shall pay its own costs and expenses of litigation or arbitration (excluding
fees and expenses of arbitrators and administrative fees and expenses of arbitration).