Terms of Service

PreScouter Terms of Service

Last updated: March 26, 2020

These Terms of Service (“Terms“) govern your access to and use of the services, websites, and applications offered by PreScouter (the “Service“). Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. By accessing or using the Service you agree to be bound by these Terms.

Use of the Service

You may use the Service only if you can form a binding contract with PreScouter, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. You must provide us accurate information, including your real name, when you create your account on PreScouter.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use “strong” passwords (that use a combination of upper and lower case letters, numbers and symbols) with your account. PreScouter will not be liable for any loss or damage arising from your failure to comply with this instruction.

You represent that you are over the age of thirteen (13) years old. If you are over thirteen, but under the legal age of majority, your parent or legal guardian must consent to this Terms of Service and Privacy Policy, and affirm that they accept this Agreement on behalf of, and bear all legal and financial responsibility and liability for the actions of, any child between the age of 13 and majority, and expressly ratify and confirm any acts of any such child and all users of the account.

User Content

Content” means any information, text, graphics, or other materials uploaded, downloaded or appearing on the Service. You retain ownership of all Content you submit, post, display, or otherwise make available on the Service.

Your License to PreScouter

By submitting, posting or displaying Content on or through the Service, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed).

You agree that this license includes the right for other users of the Service to modify your Content, and for PreScouter to make your Content available to others for the publication, distribution, syndication, or broadcast of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by PreScouter or others may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Service.

We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media.

Additionally, by uploading content to the site, you warrant, represent and agree that you have the right to grant PreScouter the license described above. You also represent, warrant and agree that you have not and will not contribute any Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless the trade secret belongs to you or you have the owner’s permission to disclose it, (c) infringes any intellectual property right of another or the privacy or publicity rights of another, (d) is libelous, defamatory, abusive, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) creates an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity; (f) contains other people’s private or personally identifiable information without their express authorization and permission, and/or (g) contains or links to a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. PreScouter reserves the right in its discretion to remove any Content from the Site, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law.

PreScouter’s Licenses to You

Subject to these Terms, PreScouter gives you a worldwide, royalty-free, non-assignable and non-exclusive license to re-post any of the Content on PreScouter anywhere on the rest of the web provided that the Content was added to the Service after April 22, 2010, and provided that the user who created the content has not explicitly marked the content as not for reproduction, and provided that you: (a) do not modify the Content; (b) attribute PreScouter by name in readable text and with a human and machine-followable link (an HTML <a> anchor tag) linking back to the page displaying the original source of the content on PreScouter.com on every page that contains PreScouter content; (c) upon request, either by PreScouter or a user, remove the user’s name from Content which the user has subsequently made anonymous; (d) upon request, either by PreScouter or by a user who contributed to the Content, make a reasonable effort to update a particular piece of Content to the latest version on PreScouter.com; and (e) upon request, either by PreScouter or by a user who contributed to the Content, make a reasonable attempt to delete Content that has been deleted or marked as not for reproduction on PreScouter.com.

You may only use the attribution required by this Section in the manner set out above. In exercising these rights, you may not implicitly or explicitly assert or imply any connection with, sponsorship or endorsement by PreScouter, or any PreScouter user of you or your use of the work, without the separate, express prior written permission of PreScouter or the PreScouter user.

If you operate a search engine or robot, or you republish a significant fraction of all PreScouter Content (as we may determine in our reasonable discretion), you must additionally follow these rules:

– You must use a descriptive user agent header.

– You must follow robots.txt at all times.

– You must make it clear how to contact you, either in your user agent string, or on your website if you have one.

Subject to these Terms, PreScouter gives you a personal, worldwide, royalty-free, revocable, non-assignable and non-exclusive license to use the Service as it is provided to you by PreScouter.

Your Content will be viewable by other users of the Service and through third party services and websites. You should only provide Content that you are comfortable sharing with others under these Terms.

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Service. Any use of or reliance on any Content or materials posted via the Service or obtained by you through the Service is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. You understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate. Under no circumstances will PreScouter be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available via the Service or broadcast elsewhere.

You are responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners. You understand that your Content may be republished and if you do not have the right to submit Content for such use, it may subject you to liability. PreScouter will not be responsible or liable for any use of your Content by PreScouter in accordance with these Terms.

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of PreScouter, its users and the public.


You must not do any of the following while accessing or using the Service: (i) use the Service for any unlawful purposes or for promotion of illegal activities; (ii) upload or post any Content (as defined above) in violation of the provisions contained in the “Your License to PreScouter” section of these terms; (iii) use the Service for the purpose of spamming anyone; (iv) access or tamper with non-public areas of the Service, PreScouter’s computer systems, or the technical delivery systems of PreScouter’s providers; (v) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (vi) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by PreScouter (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with PreScouter (crawling the Service is permissible in accordance with these Terms, but scraping the Service without the prior consent of PreScouter except as permitted by these Terms is expressly prohibited); (vii) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or (viii) interfere with or disrupt (or attempt to do so) the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.

We may make available one or more APIs for interacting with the Service. Your use of any PreScouter API is subject to these terms and the PreScouter API Rules, which will be posted before we make these APIs available (as part of these Terms).

Proprietary Rights

All right, title, and interest in and to the Service (excluding Content provided by users) are and will remain the exclusive property of PreScouter and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly provided herein, nothing in the Terms gives you a right to use the PreScouter name or any of the PreScouter trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

The Service may include advertisements, which may be targeted to the Content or information on the Service, queries made through the Service, or other information. The types and extent of advertising by PreScouter on the Service are subject to change. In consideration for PreScouter granting you access to and use of the Service, you agree that PreScouter and its third party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.

Copyright Policy

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Service Provider’s Designated Agent. INQUIRIES NOT COMPLIANT WITH THE PROCEDURE OUTLINED MAY NOT RECEIVE A RESPONSE.

See Notice and Procedure for Making Claims of Copyright Infringement.

PreScouter may, in appropriate circumstances, terminate an account holder or subscriber to an PreScouter Site if he or she is a repeat infringer. If you believe that an account holder or subscriber is a repeat infringer, please follow the instructions above to contact PreScouter’s DMCA agent and provide information sufficient for us to verify that the account holder or subscriber is a repeat infringer.

Please note that we may send a copy of your notice (with your personal information removed) to Chilling Effects (www.chillingeffects.org) for publication and/or annotation. You can see an example of such a publication at http://www.chillingeffects.org/fairuse/notice.cgi?NoticeID=16887. A link to your published notice will be displayed on PreScouter in place of the removed content.

We reserve the right to remove Content alleged to be infringing or otherwise illegal without prior notice and at our sole discretion. In appropriate circumstances, PreScouter will also terminate a user’s account if the user is determined to be a repeat infringer.


PreScouter values your privacy. Please review our Privacy Policy to learn more about how we collect and use information about you via the Service. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by PreScouter.


The Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by PreScouter of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Third Party Beneficiaries — Medical and Legal Contributions

All PreScouter users who provide answers to legal or medical questions are intended third-party beneficiaries (“Legal & Medical Contributors”) of this section of the Terms of Use. The answers on this site are provided by Legal & Medical Contributors for informational purposes only. PreScouter and Legal & Medical Contributors TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.

In no event shall PreScouter or Legal & Medical Contributors be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Site or the Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not PreScouter or its Legal & Medical Contributors is advised of the possibility of such damages. Neither PreScouter nor the Legal & Medical Contributors are liable for any personal injury, including death, caused by your use or misuse of the Site or Content.

As always, we do not monitor or control the Content posted via the Service; the answers and messages created by Legal & Medical Contributors are their sole creation and responsibility. We do not endorse or guarantee the completeness, truthfulness, accuracy, or reliability of any answers or messages posted by Legal & Medical Contributors, nor do we endorse any opinions they express.

Answers to Medical Questions

Content posted by Medical Contributors is not intended to be medical advice or instructions for medical diagnosis or treatment, and no physician-patient relationship is, or is intended to be, created by Content provided by Medical Contributors.

If you think you may have a medical emergency, call your doctor or your local emergency number (911 in the United States) immediately.


1. Content is not a substitute for professional medical advice, examination, diagnosis or treatment.

2. You should not delay or forego seeking treatment for a medical condition or disregard professional medical advice based on Content.

3. You should always seek the advice of your physician or other qualified healthcare professional before starting or changing treatment.

4. Content should not be used to diagnose, treat, cure, or prevent disease without supervision of a doctor or qualified healthcare provider.

5. Content does not recommend or endorse any tests, physicians, products, procedures, opinions or other information.

6. Content is not regulated by the Food and Drug Administration or any state or national medical board.


Information posted to PreScouter publicly or sent in an unsolicited message to a Medical Contributor is not confidential and does not establish a physician-patient relationship without the express consent of the Medical Contributor.

Answers to Legal Questions

Content posted by Legal Contributors in response to legal questions is not intended to be legal advice or form an attorney-client relationship. If you believe you have a legal claim, contact an attorney licensed in your state (or country) immediately to discuss your options. Most state bar associations have services to aid you in finding an attorney. For example, California residents should visit http://www.calbar.ca.gov/Public/Pamphlets/HiringaLawyer.aspx

Content is provided for informational purposes only, with no assurance that the Content is true, correct, or accurate. No action should be taken, delayed, or deferred based on the Content.

1. Content is not a substitute for professional legal advice or a solicitation to offer legal advice regarding specific facts. Should you ignore this warning and send specific or confidential information in a private message or post it as a comment, there is no duty to keep that information confidential or to discontinue or forego any representation adverse to your interests.

2. You should not delay or forego seeking legal advice or disregard professional legal advice based on Content. Delay in seeking such legal advice could result in waiver of any claims you may have, depending on the applicable statute(s) of limitation.

3. Content is not regulated by any state or national bar association.

4. Information posted to PreScouter publicly or sent in an unsolicited message to a Legal Contributor is not confidential and does not establish attorney-client relationship without the express consent of the Legal Contributor.

Reuse of PreScouter’s Policies, Disclaimers, & Terms of Use Language Regarding Legal & Medical Contributors

In order to develop Web industry standards for online contributions by legal and medical professionals, PreScouter encourages other companies and organizations to adopt all or part of our policies, disclaimers, and terms of use language as part of their own products and terms of service. PreScouter therefore expressly permits other companies to copy and edit the provisions contained in this section of its terms of service for their own use. Additionally, PreScouter welcomes comments and suggestions on these terms as part of the ongoing debate regarding how professionals can comply with their professional responsibilities while being active, informative participants in online discussions.

Disclaimers; Indemnity

Your access to and use of the Service or any Content is at your own risk. You understand and agree that the Service is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, PreScouter AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. PreScouter will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, or any Content. You also agree that PreScouter has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. We make no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from PreScouter or through the Service, will create any warranty not expressly made herein.


Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

If anyone brings a claim against us related to your actions or Content on the Service, or actions or Content by or from someone using your account, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

General Terms

These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with the Service will be brought solely in Santa Clara County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

For any claim (excluding claims for injunctive or other equitable relief) under these Terms where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

These Terms are the entire and exclusive agreement between PreScouter and you regarding the Service (excluding any services for which you have a separate agreement with PreScouter that is explicitly in addition or in place of these Terms), and these Terms supersede and replace any prior agreements between PreScouter and you regarding the Service.

The failure of PreScouter to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect.

We may revise these Terms from time to time. The most current version will always be on this page (or such other page as the Service may indicate). If the revision, in our sole discretion, is material we will notify you via posting to our website or e-mail to the email associated with your account. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Terms.

The Service is operated and provided by PreScouter, Inc., 820 Davis Street, Suite 117, Evanston , IL 60201. If you have questions about these Terms, write to us.


Addendum to Terms of Service Applicable to U.S. Government Users

This Addendum to the PreScouter Terms of Service (“ToS”) applies to U.S. Government users of the PreScouter Site and Service.

When entering into agreements with other parties, the U.S. Government is required to follow applicable federal laws and regulations. Such laws and regulations include limitations on matters related to indemnification, fiscal law, advertising and endorsements, governing law and dispute resolution forum; and affirmative duties related to ethics, privacy, security, accessibility, federal records, and freedom of information. PreScouter and the user Agency of the U.S. Government (together, the “Parties”) agree that modifications to the PreScouter Terms of Service (“ToS”) are appropriate to accommodate the Agency’s legal status and public mission.

A. Precedence; Further Amendment; Termination:

This Addendum constitutes an amendment to the PreScouter ToS and the PreScouter Privacy Policy, available at http://www.PreScouter.com/privacy (“PreScouter Privacy Policy”); language in the PreScouter ToS and PreScouter Privacy Policy indicating it alone is the entire agreement between the Parties is waived. If there is any conflict between this Addendum and the PreScouter ToS or PreScouter Privacy Policy, or between this Addendum and other rules or policies on the PreScouter site or services, this Addendum shall prevail. This Addendum may be further amended only upon written agreement executed by both Parties. Agency may close Agency’s account and terminate this agreement at any time. PreScouter may close Agency’s account and terminate this agreement only upon 30 days written notice.

B. Government entity:

“You” and “Your” within the PreScouter ToS shall mean the Agency itself and shall not apply to, or bind (i) the individual(s) in their personal capacity who utilize the PreScouter Services on Agency’s behalf in their official capacity, or (ii) any individual users who happen to be employed by, or otherwise associated with, the Agency; in each case, excepted as amended by this Addendum. For the avoidance of doubt, the Agency acknowledges that its use of the PreScouter site and services shall be through named individuals and not through an organization page. The terms of this Addendum shall only apply to any individual employed by the Agency using the service on the Agency’s behalf and identified by associating a .gov or .mil email address with the PreScouter account.

C. Public purpose:

Any requirement(s) set forth within the PreScouter ToS that use of the PreScouter Site and Service be for private, personal and/or non-commercial purposes is hereby waived to the extent Agency wishes to use the PreScouter Site and Service for a general public purpose that is not designed to generate revenue.

D. Agency content serving the public:

PreScouter hereby approves Agency’s distribution or other publication via the PreScouter Site and Service of materials which may contain or constitute Agency programs, outreach, or initiatives.

E. Advertisements:

PreScouter hereby agrees not to serve or display any third party commercial advertisements or solicitations on the profile page of any user who uses the PreScouter Services on the Agency’s behalf as identified by associating a .gov or .mil email address with the PreScouter account (each one an “Agency Profile Page”). This exclusion shall not extend to house ads, or ads on pages displaying content uploaded by Agency or Agency users (including any page where Agency users provides answers to questions) outside of the Agency Profile Page, which PreScouter may serve on such pages in accordance with its standard business practices.

F. Indemnification:

All indemnification provisions of the PreScouter ToS are hereby waived. Liability of Agency for any breach of the PreScouter ToS or this Addendum, or any claim arising from the PreScouter ToS or this Addendum, shall be determined under the Federal Tort Claims Act, or other governing authority and the PreScouter ToS as expressly modified by this Addendum. Liability of PreScouter for any breach of the PreScouter ToS or this Addendum, or any claim arising from the PreScouter ToS or this Addendum, shall be determined by applicable federal law and the PreScouter ToS as expressly modified by this Addendum.

G. Governing law:

The dispute resolution and arbitration provisions in the PreScouter ToS are hereby deleted. The PreScouter ToS and this Addendum shall be governed, interpreted, and enforced in accordance with the federal laws of the United States of America. To the extent permitted by federal law, the laws of the State of California will apply in the absence of federal law. The parties may mutually agree to arbitration or mediation.

H. Additional changes to PreScouter ToS:

Language in the PreScouter ToS reserving to PreScouter the right to change the PreScouter ToS without notice at any time is hereby amended to provide Agency with notice of any material change to the PreScouter ToS, and if Agency requests, PreScouter shall, if commercially reasonable, enter into good faith discussions regarding whether the material change shall be applicable to Agency in the future. PreScouter shall send this notice to the email address Agency designates at the time Agency signs up for service, and Agency shall notify PreScouter of any change in the notification email address during the life of the Addendum.

I. Access and use:

PreScouter acknowledges that Agency’s use of PreScouter’s site and services may energize significant citizen engagement. Language in the PreScouter ToS allowing PreScouter to terminate service, or close Agency’s account, at any time, for any reason, is modified to reflect the Parties’ agreement that PreScouter may unilaterally terminate service and/or terminate Agency’s account only for Agency’s breach of its obligations under the PreScouter ToS or its material failure to comply with the instructions and guidelines posted on the Site, or if PreScouter ceases to operate its Site or Service generally. PreScouter will provide Agency with a reasonable opportunity to cure any breach or failure on Agency’s part.

J. Provision on automated means to access the Site:

Agency may apply tools as necessary solely to its pages and solely to fulfill Agency’s obligations under the Federal Records Act, Presidential Records Act or other applicable federal law or regulation.

K. Ownership of names:

Any provision(s) in the PreScouter ToS related to PreScouter’s ownership of and right to change Agency selected profile name(s), or user ID(s) are modified to reasonably accommodate Agency’s proprietary, practical, and/or operational interest in its own publicly-recognized name(s) including the names of other Agency units.

L. Modifications of user content:

PreScouter agrees that the right reserved in the PreScouter ToS to modify, adapt or remove Agency content is limited to technical actions necessary to index, format and display that content and the right to “collapse” content in accordance with PreScouter’s general policies and the right to edit questions in accordance with PreScouter’s general policies in place on the day on which the edits were made. Agency understands that the presentation layer of the PreScouter services modify the appearance of Agency content. The right to modify or adapt does not include the right to substantively edit or otherwise alter the meaning of the content. PreScouter shall notify Agency prior to the occurrence of any modifications, adaptations, changes or removals of Agency content outside of the presentation layer. Notwithstanding the foregoing, nothing in this Addendum shall result in an expansion of Agency rights as a United States Government entity under the Copyright Act of 1976 (17 U.S.C. §101 et sec.), specifically including Section 105 of the Act.

M. Links to Third Party Sites, Services or Resources:

PreScouter will remove all Third Party links from the Agency Profile Page, as described in Paragraph E.

N. Uploading, deleting:

The Parties understand and agree that Agency is not obligated to place any content on the PreScouter site, and Agency reserves the right to remove any and all content placed within the Agency Profile Page by the Agency at Agency’s sole discretion. For clarity, the Agency shall not have the ability to remove questions the Agency posts or any content created or published on the PreScouter site by third parties.

O. No endorsement:

PreScouter agrees that Agency seals, trademarks, logos, service marks, trade names, and the fact that Agency has a presence on the PreScouter site and use its services, shall not be used by PreScouter in such a manner as to state or imply that PreScouter’s products or services are endorsed, sponsored or recommended by Agency or by any other element of the Federal Government, or are considered by these entities to be superior to any other products or services. Except for pages whose design and content is under the control of Agency, or for links to or promotion of such pages (e.g. within a suggested follow list, or highlighted profile list), PreScouter agrees not to display any Agency or government seals or logos on PreScouter’s homepage or elsewhere on the PreScouter site, unless permission to do has been granted by Agency or by other relevant federal government authority. PreScouter may list the Agency’s name in a publicly available customer list so long as the name is not displayed in a more prominent fashion than that of any other third party name.

P. No business relationship created:

The Parties are independent entities in an independent contracting relationship and nothing in this Addendum or PreScouter ToS creates an agency, partnership, joint venture, or employer/employee relationship.

Q. No cost agreement:

Nothing in this Addendum or PreScouter ToS obligates Agency to expend appropriations or incur financial obligations. The Parties acknowledge and agree that none of the obligations arising from this Addendum or PreScouter ToS are contingent upon the payment of fees by one party to the other.

R. Provision of data:

PreScouter shall use its reasonable commercial efforts to provide Agency the data listed on Exhibit A during the term hereof related to Agency activity and the Agency account following the written request (which may be via email) of the Agency.

S. Separate future action for fee based services:

PreScouter provides services at a basic level free of charge to the public, but this may change in the future. Agency acknowledges that while PreScouter will provide Agency with some services and features for free, PreScouter reserves the right to begin charging for those services and features at some point in the future. PreScouter will provide Agency with at least 30 days advance notice of a change involving the charging of fees for the basic level of service. Agency also understands that PreScouter may currently offer other premium and enterprise services for a fee. The Parties understand that fee-based services are categorically different than free products, and are subject to federal procurement rules and processes. Before Agency decides to enter into a premium or enterprise subscription, or any other feebased service that PreScouter or alternative providers may offer now or in the future, Agency agrees to determine that Agency has a need for those additional services for a fee, to consider the subscription’s value in comparison with comparable services available elsewhere, to determine that Agency funds are available for payment, to properly use the Government Purchase Card if that Card is used as the payment method, to review any then-applicable PreScouter ToS for conformance to federal procurement law, and in all other respects to follow applicable federal acquisition laws, regulations, and Agency guidelines when initiating that separate action.

T. Assignment:

Neither party may assign its obligations under this Addendum or the PreScouter ToS to any third party without prior written consent of the other, provided however that no such consent shall be required in the event of a transfer or assignment of all of a party’s rights or obligations to a successor to substantially all of the assets or business of such party. Upon any such assignment, the assignee shall provide prompt written notice to the other party.

U. Posting and availability of this Amendment:

The Parties agree this Addendum contains no confidential or proprietary information, and either party may release it to the public upon request and to other agencies interested in using PreScouter’s site and services. Any provision of the PreScouter ToS that could be read to require modifications to the PreScouter ToS to be posted on PreScouter’s website is inapplicable, since this addendum is of limited, not general, application, and is otherwise waived for this special circumstance. No provisions of this Addendum shall be read to require any changes to the PreScouter ToS that PreScouter makes generally available to the public on its website.

V. Security:

PreScouter will, in good faith, exercise due diligence using generally accepted commercial business practices for IT security, with the goal of ensuring that systems are operated and maintained in a secure manner, and that management, operational and technical controls will be employed with the goal of ensuring security of systems and data. Recognizing the changing nature of the Web, PreScouter will continuously work with users with the goal of ensuring that its products and services meet users’ requirements for the security of systems and data. PreScouter agrees to discuss in good faith implementing additional security controls as deemed necessary by Agency, in conformance with the Federal Information Security Management Act (FISMA).

W. Federal Records:

Agency acknowledges that use of Company’s Site and Services may require management of Federal records. Agency and user-generated content may meet the definition of Federal records as determined by the agency. If the Company holds Federal records, the Agency must manage Federal records in accordance with all applicable records management laws and regulations, including but not limited to the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33), and regulations of the National Archives and Records Administration (NARA) at 36 CFR Chapter XII Subchapter B). Managing the records includes, but is not limited to, secure storage, retrievability, and proper disposition of all Federal records including transfer of permanently valuable records to NARA in a format and manner acceptable to NARA at the time of transfer. The Agency is responsible for ensuring that the Company is compliant with applicable records management laws and regulations through the life and termination of its use of the Site and Services

X. Restriction Against Disclosure:

PreScouter agrees, in the performance of this agreement, to keep non-public information furnished by Agency in the strictest confidence, said information being the sole property of Agency. PreScouter also agrees not to publish, reproduce or otherwise divulge such information, in whole or in part, in any manner or form, nor authorize or permit others to do so, taking reasonable measures as are necessary to restrict access to the information, while in his or her possession, to those employees who must have the information to perform the work provided herein on a “need to know” basis, and agrees to immediately notify Agency in writing, in the event PreScouter determines, or has reason to suspect, a breach of this requirement. PreScouter also agrees to notify Agency if it receives a request for Agency information and to not respond to such a request without Agency’s consent, unless otherwise required by law.

Y. Entire Agreement; No Third Party Beneficiary.

This Agreement and the PreScouter TOS, to the extent it is not inconsistent with this agreement, comprise the entire agreement between the parties covering the subject matter hereof and is not intended to confer on any third party any rights or remedies hereunder.

Z. Additional Items for Discussion and Possible Inclusion in this Agreement:

PreScouter understands changes in federal law, regulation and policy may affect Agency’s use of PreScouter’s products and services in ways not addressed in the list of clauses above. Much depends on the nature of the products and services offered by the PreScouter (which may change from time to time), and how Agency intends to use those services (which also may change). The following are among the dynamic topics Agency may discuss with PreScouter and which may lead to the insertion of additional clauses in this Addendum subject to mutual agreement of the parties: privacy, accessibility, and security.

AA.Right to Cure.

Prior to any claim for breach of this agreement being made, the Agency agrees to provide PreScouter with reasonable notice of any alleged deficiencies in its performance and PreScouter shall have thirty days to cure any alleged defect in performance.

Exhibit A 


The following information and data related to the Agency Profile Page and each individual user employed by the Agency using the service on the Agency’s behalf pursuant to Section B of this Agreement (“Agency User”):

– What Questions such Agency User is following (Question, but not the answers or other content)

– # count and names of who such Agency User is following

– # count (not names) of followers of such Agency User

– Messages posted by the Agency User

– Agency User “About” data contained on the Agency Profile Page

– Edits and comments made by the Agency User

– Questions asked and answered by the Agency User

– Votes made by the Agency User

– The following comments/votes in response to Agency User activity:If the Agency User started the question, then comments/#votes posted by others

– If the Agency User answers a question asked by a third party, then comments/#votes posted by others from the point of Agency User entry forward

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