Welcome to Scansearch

End-User License Agreement (EULA)

This End-User License Agreement ("EULA") is a legal agreement between your business entity ("Customer") and ScanSearch Inc. ("Company"), governing the use of the ScanSearch software-as-a-service and related services ("Services"). By subscribing to, accessing, or using the Services, you agree to be bound by the terms of this EULA. If you do not agree to these terms, do not access or use the Services.

1.1 Grant of License. Subject to the terms and conditions of this EULA, Company hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for internal business operations only.

1.2 Restrictions. Customer shall not:
(a) Modify, adapt, or create derivative works of the Services;
(b) Reverse engineer, decompile, or otherwise attempt to extract source code from the Services;
(c) Remove, alter, or obscure any proprietary notices;
(d) Use the Services for any unlawful activity;
(e) Resell, lease, sublicense, or otherwise make the Services available to any third party.

2.1 Ownership. The Services are provided under a license and not sold. All rights, title, and interest in the Services, including all intellectual property rights, remain with Company. No ownership rights are transferred to Customer.

3.1 Updates. Company may periodically update or modify the Services at its discretion. Such updates will be governed by this EULA unless accompanied by separate terms, in which case those terms will apply.

4.1 Subscription Fees. Customer agrees to pay all subscription fees as outlined in the applicable order form or invoice. All fees are non-refundable unless explicitly stated otherwise.

4.2 Payment by Invoice. Payments by invoice are due within thirty (30) days of the invoice date. Late payments are subject to interest at 1.5% per month or the highest amount allowed by law, whichever is lower.

4.3 Taxes. Customer is responsible for paying all applicable taxes related to the use of the Services, excluding taxes based on Company's income. If Company is required to pay any such taxes, Customer shall reimburse Company promptly.

5.1 Document Return Policy. Upon Customer's request, all documents provided to Company in relation to the Services will be returned to Customer within fourteen (14) days. Documents will be returned in their original format via secure FTP, ensuring data confidentiality and integrity.

6.1 Term. This EULA remains effective as long as Customer continues to use the Services.

6.2 Termination by Customer. Customer may terminate this EULA by canceling its subscription and discontinuing use of the Services.

6.3 Termination by Company. Company reserves the right to terminate this EULA immediately if Customer breaches any term of this EULA. Upon termination, Customer must cease using the Services.

6.4 Survival. Provisions of this EULA related to Ownership, Payment, Warranties, Limitation of Liability, Indemnification, Governing Law, and General Provisions shall survive termination.

7.1 Limited Warranty. Company warrants that the Services will operate substantially as described in the documentation, provided the Customer complies with the recommended system requirements.

7.2 Disclaimer. EXCEPT AS SPECIFIED IN SECTION 7.1, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8.1 Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS EULA. IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY EXCEED THE AMOUNT CUSTOMER PAID FOR THE SERVICES IN THE PRECEDING TWELVE (12) MONTHS.

9.1 Indemnification. Customer agrees to indemnify and hold harmless Company, its officers, directors, employees, and affiliates from any claims, damages, or liabilities, including legal fees, arising out of Customer’s use of the Services or any breach of this EULA.

10.1 Governing Law. This EULA shall be governed by and construed under the laws of the State of [Your State], without regard to its conflict of law principles.

10.2 Dispute Resolution. Any disputes arising out of or relating to this EULA will be resolved exclusively through binding arbitration conducted by the [Arbitration Organization] under its rules. The arbitration will take place in [City], [State], and the arbitrator's decision will be final and enforceable in any court of competent jurisdiction.

11.1 Entire Agreement. This EULA constitutes the entire agreement between Customer and Company regarding the Services and supersedes all prior agreements.

11.2 Amendments. Company reserves the right to amend this EULA by providing written notice to Customer. Continued use of the Services after such notice constitutes acceptance of the amendments.

11.3 Severability. If any provision of this EULA is found to be unenforceable, the remaining provisions will remain in effect.

11.4 Assignment. Customer may not assign or transfer this EULA without Company’s prior written consent. Company may assign this EULA freely.

11.5 Force Majeure. Neither party will be held liable for delays or failures in performance due to causes beyond their control, including acts of God, war, terrorism, labor disputes, or government actions.

11.6 Notices. All notices required under this EULA shall be in writing and delivered via email or certified mail to the relevant party’s last known address.