Terms of Service Agreement

1. You must accept this Agreement to use the Website

These Terms of Service (the “Agreement”) is an agreement between you (“You”) and Scoutt Enterprises Inc. (“Scoutt” or “We”). If you register or use the Website, You confirm that you agree to the terms of this Agreement. If you do not agree to these terms, you may not use the Website. The effective date of this Agreement is when You are deemed to have accepted it by using the Website. “User” means a user of the Website, including You. “Website” means the Website hosted at scoutt.com or another website of Scoutt. “Photos” means any photos, images, illustrations, and graphics that you upload to the Website. “Content” means any text, videos, images (including the Photos), information, and other items submitted to the Website by You. “Location” means a geographical location listed in the Website in association with a Photo.

2. The services

Scoutt provides photographers an online community where its Users they can, amongst other things, upload their photos and their corresponding location information, discover locations to take photos, interact with other photographers, and showcase their photos (the “Services”).

3. You must register

To use the Website and Services, You must register an account (the “Account”) and the information that is requested during the registration process accurately (“Your Details”). You must be over the age of 18 to use the Website and Services. You may only have one account. If Your Details change, You are required to update that information through the Website. You may not share your account with any other person.

4. Payment of Fees

You must pay the fees associated with the use of the Website and Services (the “Fees”) plus any applicable tax. Failure to pay the Fees will result in termination of Your Account. Payment of Fees may require that You accept the payment processing service provider’s terms of service. Fees may be changed from time to-time and You will be notified in advance of changes to the Fees. Fees are not refundable.

5. Rules You must follow

You agree and warrant that You:

• Will not use the Website and Services for any illegal purpose;
• Will comply with the terms of this Agreement;
• Will only upload Photos that you personally shot, own and have all the rights to, including the right to provide the license to Scoutt required by this Agreement;
• Will only upload Photos that contain people in them if you have their consent;
• Will not upload Photos that contain pornographic, offensive or objectionable content;
• Will not post content or interact with another User, staff or any other person through the Website in a manner that is defamatory, abusive, harassing, libellous or profane;
• Will not post incorrect or misleading information to the Website;
• Will not post information for Locations that are on private property or where access is illegal;
• Will not advertise, promote, or sell any services or products, through the Website;
• Will not download or copy any Photos from the Website nor infringe on the copyright or other intellectual property rights of Scoutt or any User;

6. About content on the Website

You acknowledge that Scoutt:

• Does not represent that any Location is safe for visitation or open to the public;
• Does not verify that any Location information is accurate;
• May remove any Photo or Location information in its sole discretion;
• May terminate any Services or functionality of the Website without notice in its sole discretion; and
• Will not remove content that you have submitted if you terminate your account with Scoutt.

7. License from You to Scoutt of the Photos

In order to provide the Services, Scoutt requires certain rights to use the Photos. Scoutt doesn’t want to own your Photos, but it does need a license that lets it provide the services it provides now and future services that we think users will love. We will not sell your Photos as stock photography or in print and You retain the rights You had in the Photos prior to uploading them to the Website. You hereby grant to Scoutt a perpetual, royalty-free, world-wide, non-exclusive, irrevocable, transferable and assignable license to display (including publicly), copy, reproduce, publish, bundle, distribute, market, create derivative works of, adapt, transmit, arrange, modify, export, transfer, share, or otherwise use, any Content, including the Photos, that You upload to the Website. You waive any and all moral rights in the Photos and any Content that You upload to the Website. You represent and warrant that you own the Photos and have the right to grant the license set out above. This license is granted in consideration of Scoutt providing the Services, among other valuable consideration, that each of You and Scoutt agree is sufficient and received.

8. About using the Website

You acknowledge that any and all information, content, reports, data, databases, graphics, interfaces, web pages, text, files, software, product names, company names, User Photos, information, trade-marks, logos and trade names contained on the Website (collectively the “Site Content”) including the manner in which the Site Content is presented or appears and all information relating thereto, are the property of their respective owners as indicated, Scoutt or its licensors, as the case may be. Scoutt hereby grants You a personal, non-transferable and nonexclusive license to access and view the Site Content.

You agree that You will not distribute the Site Content for any purpose or create derivative works of, reverse engineer, decompile, disassemble, adapt, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, merge, transfer, adapt, loan, rent, lease, assign, share, outsource, host, publish, make available to any person or otherwise use, either directly or indirectly, the Site Content in whole or in part, in any form or by any means whatsoever, be they physical, electronic or otherwise. You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of Users, Scoutt or its licensors or allow any third-party to access the Site Content using your Account.

9. Limitation of liability and Release

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THIS WEB SITE AND ALL CONTENT, PRODUCTS, SERVICES AND SOFTWARE ON THE WEBSITE OR MADE AVAILABLE THROUGH THIS WEB SITE ARE PROVIDED “AS IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS, OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE OPERATION, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, RELIABILITY, TIMELINESS, LEGALITY, SUITABILITY, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. IN NO EVENT WILL SCOUTT, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF USE, LOST PROFITS OR LOST SAVINGS, EVEN IF SCOUTT OR ANY OF ITS LAWFUL AGENTS OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. IN NO EVENT WILL COMPANY, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES, BE LIABLE FOR DAMAGES OR LOSSES RESULTING FROM: DATA CORRUPTION, TRANSMISSION ERRORS OR PROBLEMS; LINKS TO THIRD-PARTY WEB SITES; PERSONAL INJURY; THIRD-PARTY CONTENT, PRODUCTS OR SERVICES; DAMAGES OR LOSSES CAUSED BY YOU; THE USE OR INABILITY TO USE THIS WEB SITE OR THE CONTENT; OR EVENTS BEYOND THE REASONABLE CONTROL OF SCOUTT, EVEN IF SCOUTT OR ANY OF ITS LAWFUL AGENTS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. IN NO CASE WILL SCOUTT’S, ITS AFFILIATES’, AGENTS’, LICENSORS’, SUPPLIERS’, AND THEIR RESPECTIVE DIRECTORS’, OFFICERS’ AND EMPLOYEES’ CUMULATIVE TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, TORT, NEGLIGENCE, GROSS NEGLIGENCE, OR OTHERWISE) BE FOR MORE THAN THE AMOUNT, IF ANY, PAID BY YOU UNDER THIS AGREEMENT TO ACCESS THIS WEB SITE, IN THE YEAR IN WHICH THE CLAIM AROSE. YOU HEREBY EXPRESSLY RELEASE, WAIVE, AND FULLY DISCHARGE SCOUTT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES, AND ANY OTHER PERSON, ORGANIZATION OR ENTITY INVOLED IN THE PROVISION OF THE WEBSITE AND ANY SERVICES OF SCOUTT FROM ANY AND ALL CLAIMS, DEMANDS, OBLIGATIONS, AND LIABILITIES OF ANY KIND ORNATURE WHATSOEVER ARISING FROM OR CONNECTED, DIRECTLY OR INDIRECTLY, YOUR USE OF THE WEBSITE AND ANY SERVICES OF SCOUTT, AND I ACCEPT THAT THIS RELEASE COVERS AND INCLUDES, BUT ISNOT LIMITED TO, ALL UNKOWN AND UNFORESEEN CLAIMS, INJURIES, DAMAGES AND LOSSES, AND ANY CONSEQUENCES THEREOF. SCOUTT ASSUMES NO OBLIGATION TO UPDATE THE CONTENT ON THIS SITE. THE CONTENT ON THIS SITE MAY BE CHANGED WITHOUT NOTICE TO YOU. SCOUTT IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE. SCOUTT DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED USE OR REPRODUCTION OF ANY PORTION OF THE WEB SITE. ACCESSING THE CONTENT FROM TERRITORIES WHERE IT MAY BE ILLEGAL IS PROHIBITED.

10. You indemnify Scoutt

You agree at all times to indemnify, defend and hold harmless Scoutt, its agents, suppliers, affiliates and their respective directors and employees against all actions, proceedings, costs, claims, damages, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements) sustained, incurred or paid by Scoutt directly or indirectly in respect of: (i) any information or other content You provide on or through the Website or which is sent to Scoutt by e-mail or other correspondence; or (ii) Your use or misuse of the Content or the Website, including without limitation infringement claims

11. Termination

This Agreement is effective until terminated by Scoutt, with or without cause, in Scoutt’s sole and unfettered discretion. Scoutt may terminate this Agreement without notice to You if You fail to comply with any of its terms. Any such termination by Scoutt shall be in addition to and without prejudice to such rights and remedies as may be available to Scoutt, including injunction and other equitable remedies. The disclaimers, limitations on liability, ownership, termination, interpretation, Your license to Scoutt, Your warranty and the indemnity provisions of this Agreement shall survive the termination or expiry of this Agreement.

12. Changes to the Agreement

Scoutt reserves the right, in its discretion, to amend this Agreement at any time by posting amendments on the Website. You are responsible for periodically reviewing the amendments on the Website and You are deemed to be aware of such amendments. If You do not agree to the amended terms and conditions, You shall immediately stop using the Website. Access to the Website or use of the Website after any amendments have been posted shall constitute Your acknowledgement and acceptance of the amended terms and conditions. No supplement, modification or amendment to this Agreement and no waiver of any provision of this Agreement shall be binding on Scoutt unless executed by Scoutt in writing. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

13. No business relationship/partnership

Nothing contained in this Agreement, or otherwise, shall be construed to create a joint venture, employee and employer relationship, or partnership between You and Scoutt.

14. Governing law

Scoutt, the Website and the Content (excluding linked Websites or content) are physically located within the Province of Ontario, Canada. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada and shall be treated in all respects as a Province of Ontario contract, without reference to the principles of conflicts of law. In the event of a dispute, You and Scoutt agree to submit to the non-exclusive jurisdiction of the Ontario courts.

15. Severability

Any provision of this Agreement which is held by a court of competent jurisidiction to be illegal, invalid or unenforceable in such jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Agreement or affecting the legality, validity or enforceability of such provision in any other jurisdiction.

16.Assignment and Enurement

This Agreement shall inure to the benefit of and be binding upon each of You and Scoutt and our respective successors and permitted assigns. Company may assign its rights under the agreement without Your consent. You acknowledge having read this Agreement before accepting it, having the authority to accept this Agreement and having received a copy of this Agreement.

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