Trial Access Agreement
This Trial Access Agreement (“Agreement”) governs the customer’s (“you” or “your”) use of the dscout, Inc. (“dscout”) Platform. Your use of the Platform on a free trial basis constitutes acceptance of this Agreement.
1. The Platform
The dscout “Platform” is a system to conduct in-context, in-the-moment insights research. Research respondents (“Scouts”) carry a mobile app (iOS or Android) and apply to research projects (“Missions”) placed on the Platform by you. Scouts submit responses to surveys, questions, and participate in interviews, often based on materials you place on the Platform for evaluation. You can access, analyze, share, and download data Scouts submit from the Platform.
2. Limited Warranty
Access. dscout grants you access to the Platform (“Access”) for thirty (30) days free of charge. Certain features or functionality of the Platform may be restricted during your free trial. At the end of thirty (30) days, your Access will be revoked unless you enter into a statement of work with dscout for a subscription to the Platform.
THE PLATFORM IS PROVIDED “AS IS” WITHOUT ANY LIABILITY AND/OR ANY WARRANTY OF ANY KIND. DSCOUT DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER RELATED TO THE PLATFORM, ITS USE, OR ANY WAY RELATED TO SCOUTS.
Subcontractors. dscout licenses some software (paid, free, and open source) from vendors. Sometimes dscout uses subcontractors to help deliver Access. A list of such licensors and subcontractors is available here.
Location. dscout makes no representations that the Platform is appropriate or available for use in all locations outside the United States, although it usually is. Internet connectivity, the availability of smartphones of sufficient quality, U.S. restrictions, and local laws may make the Platform unusable or unavailable, or certain kinds of research impractical or illegal. You are responsible for compliance with local laws relevant to your use of the Platform.
3. Privacy and Data Processing
“Personal Data” means information that identifies a person or relates to an identified person, as defined by the EU General Data Protection Regulation, the California Consumer Protection Act, or any other applicable law or regulation. When We send each other Personal Data, the sender represents that it has obtained all required consents. The Data Processing Addendum available here governs our treatment of Personal Data.
4. Data Ownership & Use
Customer content. You own any content that you place on the Platform (“Customer Content”).
dscout content. dscout owns the Platform, “Scout Profile Information” (information compiled about Scouts required to administer the Platform); and all information submitted by Scouts, whether in response to screeners (“Screener Data”) or to your Missions (“Mission Entries”).
You grant dscout an irrevocable, non-exclusive, royalty-free, perpetual, world-wide license to use your Customer Content to provide you Access or to improve the Platform.
You are granted an exclusive, irrevocable, transferable, world-wide right to use your Mission Entries for any legitimate business purpose, subject to all local laws and regulations. You may download Mission Entries only during the term of the trial or subsequent subscription.
You are granted an exclusive, transferable, world-wide right to use Scout Profile Information and Screener Data during the term of an SOW in order to conduct your Missions.
5. Authorization Limitations and Restrictions
You are responsible for your users’ actions on or related to the Platform and compliance with this Agreement. You won’t, without dscout’s written permission:
sublicense, copy, sell, or modify the Platform or any dscout Intellectual Property unless specifically authorized in writing by dscout;
reverse engineer, disassemble, or otherwise try to gain access to the Platform or its source code in order to compete with or otherwise harm dscout;
bypass any security device used by the Platform;
use the Platform purposefully to transmit or upload any virus, malware or other malicious computer code;
damage, destroy, or otherwise harm the Platform, dscout’s Intellectual Property or dscout’s provision of Access to anyone;
knowingly infringe on any Intellectual Property right, privacy right, or other right of any third party;
harass, threaten, or otherwise act negligently or inappropriately towards any Scout.
“Intellectual Property” means any copyrights, source code, trademarks, tradenames, logos, trade secrets, know-how, patents, technical specifications, any other intellectual, industrial or design property or proprietary rights, and all registrations, applications, renewals, extensions, and revivals thereof.
If you provide any feedback about dscout or the Platform to dscout, you agree that this feedback will be non-confidential and that dscout owns and may use it without compensation to you.
7. Confidential Information
We agree that:
“Confidential Information” means all business, technical, and financial information of a Party that it maintains as proprietary and confidential.
Customer Content is your Confidential Information.
Scout Profile Information, Screener Data, and Mission Entries are dscout’s Confidential Information.
- Confidential Information does not include:
information already known by the receiving Party before it was disclosed to the receiving Party;
information independently developed by one of us without use of the other Party’s Confidential Information;
information in the public domain through no wrongful act of the receiving Party; or
information received from a third party who was legally permitted to disclose it to the receiving party.
We will keep each other’s Confidential Information in strict confidence, using at least the same degree of care that We use to protect our own Confidential Information.
We will not disclose any Confidential Information to anyone outside of our organizations, other than to subcontractors, employees or representatives having a “need to know” it in connection with this Agreement and who are bound by substantially similar obligations of confidentiality for the Confidential Information received.
We will not use or otherwise exploit each other’s Confidential Information except to perform or exercise our rights and obligations in this Agreement.
Upon request, we will return or destroy all Confidential Information within a reasonable time except as required by law, and except:
We may retain one (1) copy of the requesting Party’s Confidential Information in our legal departments for legal purposes only, and
Copies held on a backup system and not otherwise accessible in the normal course of business may be retained until they are destroyed pursuant to our document retention policies.
If disclosure of Confidential Information is required by law, the discloser will notify the other Party in writing beforehand, in order to allow the other Party to challenge the disclosure or obtain a protective order. If one of us is required to disclose Confidential Information nonetheless, it will disclose only the Confidential Information that is legally required and provide the other Party with copies of any disclosed information, if legally permissible.
Injunctive Relief. A violation or threatened violation of this Section 9 or any infringement of our Intellectual Property rights may cause irreparable harm, which may not be adequately compensated by monetary damages alone. In addition to other relief, in those circumstances, preliminary and permanent injunctive relief may be sought, without the necessity of posting a bond.
Supersession. This Section supersedes any previous non-disclosure agreement or confidentiality agreement.
Survival. This Section will survive the termination of this Agreement for two years.
We both warrant that:
We have the right to enter into this Agreement;
Our performance does not violate or conflict with any other agreement obligation;
We have all required licenses and government approvals necessary to provide Access to or use the Platform;
We won’t violate any third party’s Intellectual Property rights by granting Access or using the Platform; and
We won’t violate any law or regulation when we provide support to or use the Platform, including but not limited to regulations related to trade restrictions, sanctions, or use by a person on the U.S. Government Denied Party/Persons List (OFAC).
9. Limitation on Liability
NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES OF ANY TYPE OR KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.
DSCOUT WILL NOT BE LIABLE TO YOU FOR ANY ACTS OR OMISSIONS BY ANY SCOUT OR ANY DAMAGE, LOSS, CLAIM, LIABILITY, FINE, COST OR OTHER EXPENSE WHATSOEVER WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, BY ANY SCOUT.
DSCOUT’S AGGREGATE LIABILITY TO YOU ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR ACCESS TO THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL IN NO EVENT EXCEED $50 (FIFTY U.S. DOLLARS).
Some states and jurisdictions do not allow for all the foregoing exclusions and limitations of incidental or consequential damages, so to that extent, if any, some or all of these limitations and exclusions may not apply to you.
This Agreement is governed by Illinois law (excluding any conflict of law provisions). We agree that any claim must be resolved by a court located in Cook County, Illinois. We each waive any right to a jury trial. We are independent contractors with respect to this Agreement. Neither of us will assign this Agreement without the other’s approval, except in the case where the assignor experiences a change of control or a sale of all or substantially all of its assets. Neither Party will be held responsible for any delay or failure in performance if that delay or failure is caused by anything beyond the delayed party’s reasonable control and without the fault or negligence of the delayed party. dscout may change or this Agreement at any time in its sole discretion. This Agreement supersedes any other agreements between us relating to the subject matter in this Agreement and is the complete understanding of the Parties. If a court should find a provision unenforceable, the remainder will remain in effect.