Terms and Conditions 3-21-16


Purchase & Payment
1.1 Term. These Terms and Conditions will be valid for a period of thirty-six (36) months from the date of

acceptance of the agreement (i.e. the “Subscription Period).

1.2 Letter of Agreement. Each Letter of Agreement shall be subject to these Terms unless otherwise agreed

in writing, and will contain: (i) an explanation of the Project(s) purchased by Client from PreScouter, (ii)

the Fees for the Project(s), & (iii) any additional provisions specific to the Project(s).

1.3 During the Subscription Period, Client may request to purchase additional Projects at which point a new

Letter of Agreement specific to the new Project(s) will be submitted.

1.4 Invoicing Terms. Upon execution of the Letter of Agreement, PreScouter will deliver an invoice to Client

for the full amount of the Fees and such invoice shall be due and owing by Client within thirty (30) days

of receipt. If any portion of an invoice is disputed, Client will pay the undisputed amounts, and the

parties will reconcile the disputed amount in good faith as soon as possible.

1.5 Late payments. In the event that the Fees are not paid in full within the time limits specified in the Letter

of Agreement, the Client shall pay to PreScouter a fixed late fee of $250 (“Penalty Fee”) for each week

that the payment is late, in addition to the sums outstanding. This Penalty Fee shall be incurred starting

on day seven (7) after the invoice’s Due Date. Additional Penalty Fees of $250 shall be incurred every

seven (7) days until the invoice amount and any previously incurred Penalty Fees are paid in full.

1.6 Client may make payments via ACH deposit, check or credit card. Client shall be responsible for paying

any fees related to funds transfer. Credit card payments are subject to an additional 3.5% surcharge that

the Client agrees to pay.

1.7 In the event that the Client fails to pay the Fee and any Penalty Fees, or any additional fees, if requested,

PreScouter reserves the right to terminate this Agreement at any time and without notice.

2. Confidential Information

2.1 “Confidential Information” means all information, in whatever form, furnished by one party (the

“Disclosing Party”) to the other party (the “Receiving Party”) orally or in writing and identified as

confidential or proprietary at the time of disclosure, or that by its nature should reasonably be assumed to

be confidential or proprietary, including, but not limited to: business information; financial information;

marketing techniques and materials; business plans and strategies; business operation and systems;

pricing policies; information concerning employees, customers, and/or vendors; discoveries;

improvements; research; development; know-how; designs; products and services; opportunities;

methods and procedures; and equipment, physical materials and manufacturing processes. PreScouter

Property and PreScouter Intellectual Property Rights are expressly considered Confidential Information.

2.2 Each party agrees not to use and/or disclose Confidential Information received from the other party

regarding each other’s processes and procedures except as allowed under these Terms.

2.3 Each party will not disclose Confidential Information to any third party, other than to its directors,

officers, and employees under a duty of confidentiality, without the other party’s prior written consent.

Each party shall maintain the Confidential Information of the other party in confidence using at least the

same degree of care as it employs in maintaining in confidence its own proprietary and confidential

information, but in no event less than a reasonable degree of care. PreScouter shall be allowed to disclose

Confidential Information to its Affiliates, consultants, vendors or subcontractors who are necessary to

provide Projects to Client, provided that any such Affiliates, consultants, vendors or subcontractors are

bound by confidentiality obligations at least as restrictive as those contained in these Terms.

2.4 The confidentiality obligations of each party shall continue in force and survive the termination or

expiration of the applicable Agreement Period for a period of three (3) years following such termination

or expiration. The confidentiality obligations with respect to any Confidential Information subject to

trade secret protection will continue indefinitely.

2.5 The Disclosing Party grants no license under any copyright, patent, trademark or trade secret by the

disclosure of the Confidential Information. The parties understand and acknowledge that any and all

Confidential Information is being provided by the Disclosing Party without any representation or

warranty, express or implied, as to the accuracy or completeness of such Confidential Information.

2.6 Confidential Information shall not include information which (i) was already known by the Receiving

Party at the time of the disclosure by the Disclosing Party, (ii) shall have otherwise become publicly

available other than as a result of disclosure by the Receiving Party in breach of these Terms, (iii) was

disclosed to the Receiving Party on a non-confidential basis from a third party source other than the

Disclosing Party, which the Receiving Party reasonably believes is not prohibited from disclosing such

information as a result of an obligation in favor of the Disclosing Party, (iv) is developed by the

Receiving Party independently of any disclosure of such information made by the Disclosing Party, or

(v) is required to be disclosed by order of a court of competent jurisdiction, or by subpoena, summons or

any other legal process, or by applicable professional standards; provided that, in the event that the

Receiving Party is ordered by a court of competent jurisdiction, administrative agency or governmental

body to disclose any Confidential Information, the Receiving Party shall (a) so long as legally

permissible, promptly notify the Disclosing Party of such order and (b) at the written request of the

Disclosing Party, diligently contest such order at the sole expense of the Disclosing Party as expenses


3. Intellectual Property

3.1 “Intellectual Property Rights” means all patents (including all reissues, divisions, continuations, and

extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress,

copyrights, trade secrets, mask works, rights in technology, know-how, rights in content (including

performance and synchronization rights), unregistered design, or other intellectual property rights that are

in each case protected under the laws of any governmental authority, whether or not registered, and all

applications, renewals and extensions of the same.

3.2 “Client Property” means any data, information, or other material provided by or on behalf of Client to

PreScouter; provided, however, Client Property shall not include any PreScouter Property or PreScouter

Intellectual Property Rights.

3.3 “PreScouter Property” means all of the following without limitation created or owned by PreScouter or

its Affiliates, or its licensors, whether pre-existing or independently created during the Subscription

Period: all Materials, websites, software, tools, URLs and links, databases, designs, algorithms, user

interface designs, architecture, class libraries, objects and documentation, network-design, know how,

technology and source code and all portions, subsets or derivatives thereof, any improvements,

modifications, upgrades or other changes thereto; and any and all derivative works created by PreScouter

or its Affiliates.

3.4 The Client shall obtain and maintain all Intellectual Property Rights in and to the Customized Report that

represents the final deliverable for each Project. Client shall be granted a nonexclusive, perpetual,

irrevocable, royalty-free, fully-paid, worldwide license to use the Customized Report. PreScouter and its

licensors shall remain the sole and exclusive owner of all equipment, software, processes, and the like

used in connection with fulfilling the SOW and generating the Customized Report.

3.5 PreScouter will retain all Intellectual Property Rights (i) in and to the PreScouter Property or (ii)

otherwise owned by or licensed to PreScouter or its Affiliates by their respective licensors.

3.6 PreScouter shall have the right to use any and all public information, including information gained

through interviews with subjects of investigations, used to generate the Customized Report.

3.7 PreScouter shall take all necessary and appropriate action to insure that the Customized Report or any

other items which it shall prepare or which it shall have prepared pursuant to this Agreement or any

Letter of Agreement or Statement of Work shall not violate or infringe upon any patent, trademark or

copyright, or any other right of any person, corporation, or other entity.

4. Indemnification

4.1 Client shall indemnify and hold PreScouter, and its Affiliates, successors, officers, directors, and

employees and PreScouter shall indemnify and hold Client, and its Affiliates, successors, officers,

directors, and employees, harmless from any Loss for personal injury, including death, at any time

resulting therefore, or for damage to property arising out of or in connection with the performance or

breach of this Agreement no matter how such Loss arises, whether by acts or omissions, except to the

extent such Loss is due solely to PreScouter’s or Client’s negligence.

5. Limitation of Liability

5.1 Each party’s aggregate liability arising out of, or relating to, this Agreement (whether in contract or tort

or other legal theory) shall not exceed the amount of Fees paid by Client to PreScouter pursuant to this

Agreement. In no event shall either party be liable to to the other, for any special, consequential, punitive

or other indirect damages (including, but not limited to, lost revenues or profits), whether or not notified

of such damages. This paragraph shall survive termination or expiration of this Agreement.

6. Non-Solicitation

6.1 Client acknowledges that PreScouter will introduce Client to the Scholar(s) producing the Projects

referenced herein, and that PreScouter is the sole source of introduction to the Scholar(s). Furthermore,

Client understands and acknowledges that PreScouter has expended substantial costs and considerable

time and effort in locating, interviewing, hiring and subsequently introducing the Scholar(s) to Client.

Client acknowledges that the Scholar(s) working with Client on behalf of PreScouter is(are) contractually

obligated to PreScouter pursuant to a Scholar agreement that expressly prohibits the Scholar(s) from

directly or indirectly soliciting or accepting employment in any capacity, including but not limited to

direct employment, employment as an independent contractor, employment as a consultant, employment

through a temporary or permanent employment agency, with Client, or any affiliate of Client, during the

term of the Scholar agreement and for a period of twelve (12) months following the termination or

expiration of the Scholar agreement. Notwithstanding the foregoing sentence, any such employment may

be permitted under both the Scholar agreement and this Agreement provided that (a) Client notifies

PreScouter prior to any such direct or indirect solicitation by Client (or Client’s affiliate, as the case may

be), and (b) any such employment of the Scholar(s) shall be subject to an agreement between Client and

PreScouter or a PreScouter affiliate designated by PreScouter

6.2 PreScouter shall be deemed notified pursuant to clause 6.1 (a) of this section upon Client sending an

email to orders@PreScouter.com.

7. Miscellaneous

7.1 All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration

in the state of Illinois or another location mutually agreeable to the parties. The arbitration shall be

conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American

Arbitration Association. Any decision or award as a result of any such arbitration proceeding shall be in

writing and shall provide an explanation for all conclusions of law and fact and shall include the

assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by

an arbitrator experienced in professional services law and shall include a written record of the arbitration

hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated

with a competing organization or entity. An award of arbitration may be confirmed in a court of

competent jurisdiction.

7.2 The terms herein shall prevail over any inconsistent statements or provisions contained in any purchase

order, bill, or other writing passing between the parties unless agreed to in writing by both Parties.

7.3 PreScouter and its affiliates reserve the right to include client testimonials and listings of representative

clients on PreScouter’s (or its affiliates’) websites, marketing brochures, and/or sales material.

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