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Terms of use & End-User License Agreement (EULA) for ScanSearch

Last Updated: February 19, 2024

Introduction

This End-User License Agreement (“EULA”) is a legal agreement between you (“User”) and ScanSearch (“Company”), governing the use of the ScanSearch software and services (“Software”). By installing, accessing, or using the Software, you agree to be bound by the terms of this EULA. If you do not agree to these terms, do not install or use the Software.

1. License Grant

1.1 Grant of License. Subject to the terms and conditions of this EULA, Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software for your internal business purposes.

1.2 Restrictions. You shall not: (a) modify, adapt, or create derivative works of the Software; (b) reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to derive the source code for the Software; (c) remove, alter, or obscure any proprietary notices on the Software; (d) use the Software for any illegal purpose; or (e) sublicense, lease, rent, loan, or otherwise transfer the Software to any third party.

1. Ownership

2.1 Ownership. The Software is licensed, not sold. Company retains all right, title, and interest in and to the Software, including all intellectual property rights therein. You acknowledge that no ownership rights are conveyed to you under this EULA.

1. Updates and Upgrades

3.1 Updates. Company may, at its sole discretion, provide updates, upgrades, patches, bug fixes, and other modifications to the Software (“Updates”). This EULA applies to any Updates that Company may make available to you, unless such Update is accompanied by a separate license, in which case the terms of that license will govern.

1. Payment Terms

4.1 Invoice Payments. If you choose to pay by invoice, payment is due within thirty (30) days from the date of the invoice, unless otherwise specified in writing by Company. Late payments may incur interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is lower.

4.2 Credit Card Payments. If you choose to pay by credit card, you authorize Company to charge your credit card for all fees due under this EULA. If your credit card payment is declined, Company will notify you, and you will be required to provide an alternative form of payment. Failure to provide payment within thirty (30) days may result in the suspension or termination of your access to the Software.

4.3 Taxes. You are responsible for paying any and all applicable taxes, including sales, use, value-added, and other similar taxes, except for taxes based on Company’s net income. If Company is required to pay any such taxes, you shall reimburse Company for those amounts.

1. Term and Termination

5.1 Term. This EULA is effective as of the date you first install or use the Software and shall continue in effect until terminated by either party in accordance with this Section 5.

5.2 Termination by You. You may terminate this EULA at any time by uninstalling the Software and destroying all copies thereof in your possession or control.

5.3 Termination by Company. Company may terminate this EULA immediately if you breach any term of this EULA. Upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession or control.

5.4 Survival. Sections 2, 4, 5.4, 6, 7, 8, 9, and 10 shall survive any termination of this EULA.

1. Warranties and Disclaimers

6.1 Limited Warranty. Company warrants that, for a period of ninety (90) days from the date of purchase, the Software will perform substantially in accordance with the accompanying documentation. This limited warranty is void if failure of the Software has resulted from accident, abuse, or misapplication.

6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

1. Limitation of Liability

7.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THIS EULA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF USE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT OF FIFTY DOLLARS ($50.00).

1. Indemnification

8.1 Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with your use of the Software or your breach of this EULA.

1. Governing Law and Dispute Resolution

9.1 Governing Law. This EULA shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

9.2 Dispute Resolution. Any dispute arising out of or relating to this EULA or the Software shall be resolved exclusively through binding arbitration conducted by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be held in Denver, Colorado, and the arbitrator’s decision shall be enforceable in any court of competent jurisdiction.

1. General Provisions

10.1 Entire Agreement. This EULA constitutes the entire agreement between you and Company with respect to the Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, regarding the subject matter of this EULA.

10.2 Amendments. Company may amend this EULA at any time by providing notice to you. Your continued use of the Software after such notice constitutes your acceptance of the amended EULA.

10.3 Waiver. No waiver of any term or condition of this EULA shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

10.4 Severability. If any provision of this EULA is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

10.5 Assignment. You may not assign or transfer this EULA, or any rights or obligations hereunder, without the prior written consent of Company. Any attempted assignment without such consent shall be null and void. Company may assign this EULA without restriction.

10.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this EULA due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, strikes, or other labor disputes, embargoes, government orders, or any other force majeure event.

10.7 Notices. All notices required or permitted under this EULA shall be in writing and shall be deemed delivered when sent by email to the last known email address provided by the receiving party, or when delivered by registered or certified mail, return receipt requested, to the receiving party’s last known address.

1. Contact Information

If you have any questions about this EULA or the Software, please contact Company at:

Adress:  600 17th Street Suite 2800, Denver, CO 80202

Website:  www.scansearch.com

Email:  info@scansearch.com

Phone:  (888) 727 8552

1. Acknowledgment

By installing, accessing, or using the Software, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions.