Terms & Conditions

1.1 Term. These Terms and Conditions will be valid for a period of thirty-six (36) months from the date of signed acceptance of this document (i.e. the “Agreement Period”).

1.2 Letter of Agreement. Each Letter of Agreement (LoA) or Statement of Work (SOW) shall be subject to these Terms unless otherwise agreed in writing, and will contain: (i) an explanation of the service engagement purchased by Client from PreScouter, (ii) the Fees for the service engagement(s), & (iii) any additional provisions specific to the service engagement(s).

1.3 During the Agreement Period, Client may request to purchase additional service engagements at which point a new LoA or SOW specific to the new service engagement(s) will be submitted.

1.4 Invoicing Terms. Upon execution of the LoA/SOW, PreScouter will deliver an invoice to Client for 50% of the Fees and such invoice shall be due and owing by Client within forty-five (45) days of receipt. The remaining 50% shall be due three months following the execution of the LoA/SOW.

1.5 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.

1.6 In the event that the Client fails to pay the Fee by the Due Date, PreScouter reserves the right to terminate this Agreement at any time and without notice.

1.7 Auxee: Refers to the software-as-a-service (SaaS) tool provided by PreScouter to Client. The tool encompasses all functionalities, data repositories, software, online platforms, and other technological assets related to it.

1.8 Auxee Licensing: For access and use of Auxee, Client will be subject to additional licensing fees as stated in the Letter of Agreement (LoA) or Statement of Work (SOW). The licensing fees may be billed monthly, quarterly, or annually, as agreed upon in the respective LoA or SOW.

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 services 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 two (2) 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 occur.

2.7 Auxee Data Security: PreScouter employs robust security measures to protect the data and information within Auxee. However, the security of information transmitted over the internet cannot be guaranteed. Client is responsible for maintaining the confidentiality of their Auxee account and password and for restricting access to their computer or device.

2.8 Auxee Data Privacy: Client acknowledges and agrees that PreScouter may access, store, and use any information that Client provides in accordance with the terms of PreScouter’s Privacy Policy.

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 engagement or 3.4 License Service 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 License. Subject to the terms and conditions contained herein, PreScouter hereby grants to Client a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use PreScouter Property, only as needed to receive the services described in the respective LoA or SOW during the Agreement Period.

3.5 Ownership. All Intellectual Property Rights in or relating to PreScouter Property are and will remain the exclusive property of PreScouter or its Affiliates. Except for the limited license rights expressly granted herein, nothing in these Terms shall be construed to (i) assign or transfer any Intellectual Property Rights from PreScouter to Client, or (ii) grant any right, title or interest in PreScouter Property to Client.

3.6 Feedback. If Client provides any suggestions, ideas, enhancement requests, recommendations or feedback regarding PreScouter Property or the services provided hereunder (collectively, “Feedback”), PreScouter shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into PreScouter Property or its services any such Feedback.

4.1 Client hereby agrees to indemnify, defend and hold harmless Service Provider from any third party claims, losses, damages, liabilities, fines, penalties, injuries or actions (including reasonable attorneys’ fees and expenses) that arise out of or relate to (a) Client’s breach of any term or condition of this Agreement; or (b) the inaccuracy, invalidity, or breach of any representation or warranty by Client herein.

4.2 PreScouter hereby agrees to indemnify, defend and hold harmless Client, its affiliates, and their respective employees, directors, officers, and agents from and against any and all third party claims, losses, damages, liabilities, fines, penalties, injuries or actions (including reasonable attorneys’ fees and expenses) that arise out of or relate to (a) PreScouter’s breach of any term or condition of this Agreement; (b) the inaccuracy, invalidity, or breach of any representation or warranty by PreScouter herein.

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 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.

5.2 Auxee Limitation: PreScouter shall not be held responsible for any damages, lost data, or other issues resulting from the malfunction or misuse of Auxee. The Client is responsible for maintaining appropriate copies of client data.

6.1 During the term of this Agreement and for a period of twelve (12) months after this Agreement terminates, neither party will, either directly or indirectly, solicit for employment or employ any employee or contractor of the other party.

7.1 Support & Maintenance: PreScouter agrees to provide necessary support and maintenance for Auxee as outlined in the LoA or SOW. This may include periodic updates, bug fixes, and customer support. However, PreScouter reserves the right to charge additionally for certain premium support services.

7.2 Termination of Auxee Access: If Client breaches any term related specifically to Auxee, PreScouter reserves the right to immediately terminate Client’s access to Auxee, in addition to any other remedies available under this Agreement.

7.3 Training: PreScouter shall provide initial training for the Client on the effective use of Auxee. Any additional training sessions requested by the Client might be subject to additional fees.

7.4 Changes to Auxee: PreScouter reserves the right to make updates, modifications, or improvements to Auxee at any time without prior notice.

8.1 All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Illinois. 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. An award of arbitration may be confirmed in a court of competent jurisdiction.

8.2 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.

8.3 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.