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Platform Terms of Service

[LAST UPDATED 3/20/2021]

Terms of Service

The following terms and conditions are incorporated by reference into your respective Agreement with Scorpion Design, LLC (“Scorpion”) as of its Effective Date. These additional terms govern all use of Your Subscriptions and related products, applications, tools, services and features (collectively, the "Platform Subscription") provided by and through Scorpion’s proprietary Intelligent Growth Platform (“Platform”). For purposes of these Terms of Service (“TOS”), the Platform is defined to include any and all subscripted to Subscriptions, services, Platform Apps and any and all updates, patches, fixes, modifications and enhancements thereto, including releases of new versions, whether provided to you via download, automatically without additional consent or action on your part or otherwise, and any and all accompanying documentation, files and materials. The Platform is owned and operated by Scorpion. The Platform is offered subject to you (i) having and maintaining an active subscription Agreement with Scorpion which is in good standing (“Service Agreement”); (ii) acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time by Scorpion (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Platform. By accessing or using any part of the Platform, you agree to become bound by the terms and conditions of these TOS. If you do not agree to all the terms and conditions in these TOS, then you may not access or use the Platform or the Platform Subscriptions.

Your Scorpion Account

Each user of the Platform is required to create and maintain an account with Scorpion (“User Account”). In creating such an account and agreeing to these TOS, the user agrees that each such user account may only be used by the individual person who created and maintains the account, and any additional users (even if associated with the original individual who created a User Account) must create their own account(s) to access and utilize the Platform.

Scorpion reserves the right to freeze or deny access to any account that it believes in its sole discretion is not maintained in accordance with these TOS. You are responsible for maintaining the security of your login information to your Scorpion account and agree to not provide this information to any unauthorized users. You agree to immediately notify Scorpion of any unauthorized uses of your account, the Platform or any other breaches of security. Scorpion will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. To the extent that the underlying Service Agreement is suspended, cancelled or terminated will result in any associated User Accounts similarly being temporarily or permanently deactivated.

Responsibility of Users/Contributors

If you make (or allow any third party to make) material available by means of the Platform and/or published through the Platform (all such material to be hereinafter referenced to as “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content, regardless of whether the Content in question constitutes text, graphics, pictures, images, data files, photographs, links, designs, an audio or video file, or any other like materials.

By making Content available, you represent and warrant that:

  • it will abide by the Acceptable Use Guidelines;
  • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
  • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, or (ii) secured from your employer a waiver as to all rights in or to the Content;
  • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  • the Content does not contain or install any viruses, worms, malware, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer, hardware or telecommunications equipment;
  • the Content is not spam, is not machine-generated or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); and
  • the Content is not unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.

License Grant

Subject to your agreement and compliance with the terms and conditions of this TOS, Scorpion grants to each user who creates and maintains a separate User Account a limited, personal, non-exclusive, non-transferable and revocable license (without the right to sublicense) to use, access, display and run the Platform on applicable device that you own or that is under your control for your business use during the term of your Service Agreement. For the avoidance of doubt, the foregoing license may not be shared or used concurrently to allow anyone other than the individual who created and maintains the user account to access, display, run, and/or use the Platform.

Accessibility and Plan Levels

You are responsible for having the equipment and for paying the fees to access the Service and/or Platform. For a User Account to be able to connect to the Platform, the associated business must have and maintain its Service Agreement. That Service Agreement will specify the available aspects, components and applications based on the selected plan levels. When logged-in to a User Account, you may be able to add, modify, remove, upgrade or downgrade (“Subscription Modification”) certain services or budgets at your discretion. Upon such Subscription Modification, you authorize us to charge the new prorated amount for the current Term and to charge the new total amount of each Service for each Renewal Period thereafter to the respective payment method on file. Please note that downgrading your plan may cause the loss of data, information, features or other functionality that is associated with your account. You bear all risk from downgrading any service and release Scorpion from all liability and consequences related thereto.

Mobile Application

By downloading our mobile application, registering or creating a user profile on the mobile application, or submitting information via the mobile application, you acknowledge our Privacy Policy and you consent to the collection and use of information as described therein. The mobile application is only available to customers as part of our Platform Subscription. We reserve the right to amend or withdraw the mobile application at any time and for any reason. If you do not agree with our policies and practices, you should not download or use the mobile application.

To use the mobile application, you must have a compatible mobile telephone or handheld device, Internet access (if required by the App), and the necessary minimum specifications (“Software Requirements”) to use the mobile application. The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page. The mobile application software may be upgraded from time to time to add support for new functions and services. The mobile application may request certain privacy permissions from time to time including, but not limited to, access to your calendar, contact list, device camera or choosing images from your device or access to your device microphone and associated features.

You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply when using the mobile application. Data and messaging charges may apply to your use of the mobile application or any text messaging or photo sharing features you use via the mobile application. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the mobile application, you will be assumed to have received permission from the bill payer for using the mobile application.

The mobile application may also be configured to allow you to make calls using your voice connection from your mobile service provider. If so, please note that this may result in additional voice minute usage fees from your mobile service provider.

Effect of Past Due Accounts on User Accounts

To the extent that any account associated with a User Account becomes past due or the form of payment maintained on behalf of that account is denied when charged, Scorpion reserves the right to freeze and/or revoke access through your User Account until payment of all past due amounts is received by Scorpion.

Proprietary Rights

Scorpion owns all right, title and interest in and to the Platform including, without limitation, all intellectual proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this TOS shall be construed to transfer, convey, impair or otherwise adversely affect Scorpion’s ownership or proprietary rights therein or any other Scorpion information or materials, tangible or intangible, in any form and in any medium. Scorpion and the Scorpion logo, and all other trademarks, service marks, graphics and logos used in connection with the Platform, are trademarks or registered trademarks of Scorpion or Scorpion’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Platform may be the trademarks of other third parties. Your use of the Platform grants you no right or license to reproduce or otherwise use any Scorpion or third-party trademarks. You may not use the Platform to substantially replicate any aspect of the Platform or Service offered by Scorpion. If Scorpion determines or believes, in its sole discretion, that you have violated or attempted to violate these conditions or the spirit of these terms, your ability to use and access the Platform may be temporarily or permanently revoked, with or without notice, and Scorpion reserves the right to pursue all legal remedies.

Changes

Scorpion reserves the right, at its sole discretion, to modify or replace any part of these TOS. It is your responsibility to check these TOS periodically for changes. Your continued use of or access to the Platform following the posting of any changes to these TOS constitutes acceptance of those changes. Scorpion may also, in the future, offer new services and/or features through or in conjunction with the Platform (including, the release of new tools, applications and resources). Such new features and/or services shall be subject to the terms and conditions of these TOS.

Data Collection and Use

You hereby agree that Scorpion, its parent, subsidiaries, affiliates, and their respective successors and assigns, may collect and use certain technical information associated with your use of the Platform, including, without limitation, any information provided in connection with any support or technical services for the Platform and pursuant to our relevant Privacy Policy which is incorporated by reference.

Modification of Platform

Scorpion may at any time, and from time to time, modify or discontinue, temporarily or permanently, the Platform, or any portion thereof, with or without notice. As part of the Platform, you may from time to time receive updates to the Platform from Scorpion which may be automatically downloaded and installed to your device. These updates may include bug fixes, feature enhancements or improvements, or entirely new versions of the Platform. You agree that Scorpion may automatically deliver such updates to you as part of the Service and you shall receive and install them as required. You agree that Scorpion shall not be liable to you or any third party for any such update, modification, suspension or discontinuance of the Platform. If you provide feedback to us regarding the Service or Platform (“ Feedback”), you authorize us to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to us a non-exclusive, fully-paid, royalty-free, perpetual and irrevocable license to exploit the Feedback in any manner and for any purpose.

Termination

Scorpion has the right to terminate this license and your right to use the Platform at any time for any reason, including in the event Scorpion reasonably believes you have failed to comply with any term or condition of these TOS. If this license or your right to use the Platform terminates for any reason, you must stop all use of the Platform.

Platform Disclaimer of Warranties

THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT APPLY OR THAT ARE MADE TO YOU IN ANY WAY IN CONNECTION WITH THE PLATFORM OR THESE TOS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PLATFORM AND YOUR ACCESS TO AND USE THEREOF, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF TITLE, NON-INFRINGEMENT AND/OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PLATFORM IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SCORPION DOES NOT GUARANTEE, WARRANT OR REPRESENT THAT THE PLATFORM SHALL MEET YOUR REQUIREMENTS OR THAT YOUR USE, OPERATION OR RESULTS OF USE OF THE PLATFORM SHALL BE UNINTERRUPTED, COMPLETE, RELIABLE, ACCURATE, CURRENT, ERROR-FREE, FREE OF COMPUTER VIRUSES OR OTHERWISE SECURE. YOU ASSUME THE ENTIRE RISK OF DOWNLOADING, INSTALLING, COPYING, OPERATING AND/OR USING THE PLATFORM.

Limitations on Liability

IN NO EVENT SHALL SCORPION, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF SCORPION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SCORPION INTELLIGENT GROWTH PLATFORM, SCORPION DEVELOPMENT ENVIRONMENT OR ANY OTHER SCORPION SERVICES. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE SCORPION’S LIABILITY FOR INTENTIONAL MISCONDUCT OF SCORPION OR ITS EMPLOYEES.

SCORPION’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED AS RECITED IN THE CORRESPONDING SERVICES AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF SCORPION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Service Access

Notwithstanding the above, Scorpion will use commercially reasonable efforts to maintain availability of the Platform Subscription. You agree and understand that there will be times when the Platform Subscription will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware and causes beyond our reasonable control. Scorpion will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Platform Subscription. Scorpion is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service, whether or not the cause is mentioned in this paragraph, or any lack of Service caused by your device or your internet or wireless service provider.

General Representation and Warranty

You represent and warrant that (i) your use of the Platform will be in strict accordance with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Platform will not infringe or misappropriate the intellectual property rights of any third party.

Indemnification

You agree to defend Scorpion, its parents, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors (the “Scorpion Indemnified Parties”) against any and all claims, demands and/or actions and indemnify and hold the Scorpion Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys’ fees), resulting from any breach or violation of these TOS, infringement, misappropriation or any violation of the rights of any other party, violation or non-compliance with any law or regulation, the breach or violation of any term or condition of these TOS, any use, alteration or export of the Platform or otherwise in connection with these TOS. Scorpion reserves the right to assume, at its expense, the exclusive defense and control of any claims or actions and all negotiations for settlement or compromise, and you agree to fully cooperate with us upon our request.

Governing Law and Dispute Resolution

All matters relating to these TOS and your access to, or use of, the Platform shall be governed by the Laws of the State referenced in your corresponding Services Agreement without regard to conflict of laws principles thereof. You agree that any claim or dispute you may have against Scorpion, including any claim or dispute relating to these TOS, to the Platform must be resolved as referenced in your corresponding Services Agreement. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to, or use of, the Platform in violation of these TOS, you agree that Scorpion shall be entitled to apply for injunctive relief in any jurisdiction at Scorpion’s sole discretion.

General Terms

No amendment, modification, waiver or discharge of any provision of these TOS shall be valid unless made in writing and signed by an authorized representative of Scorpion’s legal department. No failure or delay by Scorpion to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by Scorpion’s legal department. These TOS constitute the entire agreement between Scorpion and you with respect to your access to or use of the Platform and supersede any prior agreements between you and Scorpion on such subject matter. You may not assign or otherwise transfer these TOS, or any right granted hereunder, without Scorpion’s legal department written consent. Scorpion’s rights under these TOS are freely transferable by Scorpion. If any provision of these TOS is held to be illegal, invalid or unenforceable, the remaining provisions of these TOS shall be unimpaired and remain in full force and effect. These TOS will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Google Maps

Google Maps presented to you through the Service and/or Platform is powered by Google. Your use of Google Maps is subject to the Google Maps Terms of Service, available online at https://www.google.com/intl/en-US_US/help/terms_maps.html, and https://www.google.com/intl/ALL/policies/privacy/index.html, and by using the Service and/or Platform, you are agreeing to be bound by such terms.

Communications

Scorpion may use your contact information to communicate with you about your use of our services, Systems or Platform. For example, we may send you service announcements or administrative communications by email, phone, text, mail or other means. You understand that you receive these communications as part of your use of the services, and you will not be able to opt out from receiving these service announcements and administrative messages.

By providing your wireless phone number, you consent to Scorpion sending you informational text messages related to the products, services, Systems, Platform or information you have requested from us. If you activate a feature that allows us to send you text messages, per your request, we may contact you via text to test the system, for demonstration purposes, or to troubleshoot. The number of texts that we send to you will be based on your circumstances and requests. At your request or with your permission, we, the Platform or the Systems may also correspond with you via text in other circumstances. Messaging and data charges may apply to any text message you receive or send. Please contact your wireless carrier if you have questions about messaging or data charges.