Skout Deals., Inc.

Effective May 24, 2016

Welcome to Skout Deals! We’ve developed this mobile marketing platform service to make it easy for you to create coupons and promotions and to post them to our mobile app so prospective customers and existing customers can find your product or service and encourages them to visit your location. We provide you with software and a service to create deals and advertise those deals to nearby users of our mobile app. Our Service is designed to help you acquire new business and to retain existing business; our goal is to help you in building a sense of community between you and your customers.

Thank you for visiting our website (www.skoutdeals.com/business), referred to in these Terms of Use (TOU)) as “the Site”. These “Terms of Use” provide the Terms and Conditions under which you view and use the Site.

The following “TOU” govern all use by you as a Buyer (as defined below), as a Merchant (as defined below), as a User or Visitor of Skout Deals Inc. websites and domains (including all webpages, subdomains, mobile applications, and subparts therein contained, and by any and all Services available on or through the Site or otherwise provided by Skout Deals, Inc., (“SKOUT DEALS”). By accessing and by viewing the Site, you acknowledge having read and understood the Terms of Use. By accessing and by viewing the Site, you agree to abide by these Terms of Use. If you do not agree to abide by these Terms of Use, you agree to leave the Site immediately.

Throughout these Terms of Use, the terms “SKOUT DEALS,” “we,” “us,” “our,” refer to Skout Deals., the registered owner of the Site, while “you,” and “your,” refer to you as the “Site user, “User” and “Site visitor.” The headings used in these Terms of Use are provided for ease of use and navigation only, and are not to be considered in the interpretation of these Terms of Use.

i. Definitions

In these Terms, we refer to campaign owners providing goods and services for compensation as “Merchants.” We refer to advertisements and deals as “Campaigns.” We refer to users buying products and services from such merchants as “Users” We refer to the individual who has created the Skout Deals account for a specific business or organization and whose payment method is authorized to be charged as the “ Account Owner.” For the purposes of these Terms, “Software” shall refer to any and all software that is available on or through the Site or otherwise provided by Skout Deals, including without limitation Skout Deal’s mobile applications (such as the Skout Deals app). We refer to “Device(s)” as computers, mobile phones, tablets, readers, netbooks, laptops, and other electronic tools. For clarity, the Software will be deemed as part of the “Services” therein.

The software and transmission of applicable data is subject to United States export controls. No software may be downloaded or otherwise exported or transmitted in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

1. Applicability of, and Amendments to, Terms of Use

From time to time, Skout Deals may update, modify, or amend these Terms of Use, without prior notice to you. We may, in our discretion, provide you with notice of such changes, if you have provided us with relevant contact information; however, there is no obligation to provide such notice. Upon visiting the site, you are therefore responsible for checking the Terms of Use each time you visit the Site.

Should you have any questions or concerns about our terms and conditions or would simply better understand how we do things at Skout Deals please do not hesitate to contact us

2. Acceptable and Permitted Use

Anyone is permitted to visit and browse the Site. However, only persons who are residents of the United States and are of the age of 13 may use the products and services on or through the Site, and by doing so, persons using the products and services represents that they meet those requirements. Users under the age of 13 can use the products and services with the consent and supervision of a parent or legal guardian who is at least 18 years of age, provided such parent or legal guardian also agrees to be bound by the Terms of Use and agrees to be responsible for such use of the Services.

You may not enter false, fraudulent, obscene, or profane information into any application page or data entry form or page located on or through the app or Site, and you represent, warrant, and agree that you will enter only true and accurate information on any page related to or located on the Site; you will keep all personal information updated, and you will use the Site only in compliance with all applicable laws.

You acknowledge and agree that SKOUT DEALS will cooperate with law enforcement personnel, investigation agencies, and any other government or non-government organization in the event of any potential or alleged violations of any applicable (national and international laws). You acknowledge and agree that SKOUT DEALS may and will investigate allegations of infringement of third-party rights or any other inappropriate use of the Site.

3. Opening a Skout Deals Account

You agree to provide us with basic information about you and/or your company and we will seek to verify your information (we may work with 3rd parties to do so). You give us permission to verify any and all information submitted, transmitted or communicated to us; for any reason or purpose at Skout Deal’s discretion, users may be refused services or access to create accounts on the Skout Deals platform. SKOUT DEALS reserves the right to refuse any Services to anyone and to reject, cancel, interrupt, remove or suspend any Campaigns, Ads, or Services at any time for any reason without liability.

In opening a Skout Deals Account, you represent and warrant that you have permission and authorization to do so. You represent and warrant that you have obtained authorization on behalf of the business or organization you are opening the account for.

You must have a fixed, permanent building location and/or physical street address.

4. Service

Our service helps Users create and post deals to our mobile app. While Skout Deals aims to connect merchants with customers, Skout Deals does not accept responsibility in honoring deals you have posted through the use of these “Service.” We are a conduit by which Users communicate deals to prospective and existing customers. You agree that from the time you begin using the service until the time you terminate your account with us, we may identify you as a customer of Skout Deals. Neither you nor we will imply any untrue sponsorship, endorsement or affiliation between you and Skout Deals.

Skout Deals hereby grants Users a non-exclusive, non-transferable, non-sub licensable right to access and use the Services solely for the purposes of browsing the Site, and searching or, viewing, registering for, a deal that is registered on the Site, in each case (i) in compliance with these TOS, and (ii) to the extent permitted by all applicable laws. Notwithstanding these Services, you shall not permit anyone to (directly or indirectly) (i) modify, reproduce or otherwise create derivatives of any part of the Services or the Site Content; (iii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Skout Deals Software to any third party or use the Skout Deals Software to provide time sharing or similar service for any third party (iv) make any copies of Skout Deals Software(v) reverse engineer, disassemble, decompile, deconstruct, discover the source code or structure of any part of the site or (iv) engage in any activity that interferes with or disrupts the Services (ie: worms, viruses, malware, adware, etc).

5. Our software

We provide Skout Deals online software (collectively “software”) to enable you to use the service. Our software is designed to help you manage deals and collect customer information and data that allows you to target specific deals. Parties are unable to retain data or use data transmitted over the Site for any other purposes notwithstanding through the Skout Deals Platform. Users, merchants, or Site Users have no proprietary claim or ownership rights over the Skout Deals Site. All data transmitted over the Site remains the sole property of Skout Deals. Our software provides a variety of deal types, depending on subscription level. It is your responsibility to use the software in compliance with the Terms of Use.

6. Privacy

Your privacy and protection of your data are very important to us. You acknowledge that you have read, understood, and agree with the terms of our Privacy Policy for merchants found here. Please access our Privacy Policy for Users here.

Any information you receive from or about others, through the service, must be kept confidential notwithstanding use of personal information in connection with the service. You may not disclose or distribute any such information or use any such information for marketing purposes outside of Skout Deals.

7. Third Party Links

The service might provide links to third-party websites, not owned by Skout Deals. Skout Deals has no control over and assumes no liability for, the content, privacy policies or practices of any third party website or service.

8. Disclosure of Notice

You agree that Skout Deals can provide disclosure and notice regarding the Service(s) to you by posting such disclosures and notices on our website, emailing them to the email address, which you have provided in your Skout Deals account, or mailing them to the address, provided by you, in your Skout Deals account. Such disclosure and notice shall be considered delivered within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered within 24 hours.

9. Signing up for a Skout Deals Service Account

Registration

Services are only available to businesses operating in the United States and Canada that offer a business selling goods and services, with a fixed business address that sells directly to consumers.

You can choose to register as an individual (sole proprietor) or as a company or other business organization.

You agree to provide information about the owner or Principal agent of the business and you must be authorized to act on behalf of the business, and acknowledge that such authority binds the business to this agreement. In registering for Services, the term “you” will mean you, the natural person, and the business collectively.

Upon registration, we collect basic information including your name, company name, location, email address, and telephone number. You will also be required to create a username and password to access Skout Deals.

Company Descriptions and Site URL

As part of the registration process, you must provide your site URL (ie. www.mystore.com) and the name under which your business operates.

Verification of Business

To verify your identity, we will require additional information including without limitation your business Tax ID number. We may also ask for additional information to verify your identity and business, including business invoices, a driver’s license or other government issued identification, or business license. In our discretion, we may outsource this verification to a 3rd party.

Prohibited Businesses

There are certain categories of business and business practices for which Skout Deals cannot be used (“Prohibited Business). Most, although not all, of these Prohibited Business categories are imposed by State and Federal regulations. If you are uncertain as to whether your business is a Prohibited business, or have questions about how these requirements apply to you, please contact us.

Prohibited businesses:

Online or other non-face-to-face businesses.
Tobacco
Weapons and munitions.
Sexually-oriented or pornographic products or services.
Door-to-door sales
Age restricted products or services
Bail Bonds
Bankruptcy and criminal lawyers
Check cashing, wire transfers or money orders services
Counterfeit products
Firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counselling, repair or protection, or real estate purchases with no money down.
Gambling
Illegal products or services
Multi-level marketing or pyramid schemes.
Timeshares
Any product or service that infringes upon the copyright, trademark, or trade secrets of a third party.
10. Termination

We may terminate your use of Products and Services on the Site at any time without notice for any breach by you of these Terms or any of our applicable policies, as posted on the Site from time to time. We may discontinue offering any Products and Services or suspend your account without notice. Termination does not relieve you of your obligations as defined in these Terms. If the license granted under this Agreement shall end, we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers and shall not be liable to you for compensation, reimbursement, or damages in connection of your use of the Service, or any termination or suspension of the service or deletion of your information or account data. In the event of a Termination, no refund or unused portion on a monthly subscription will be issued. If a yearly subscription is purchased, we will refund you the remaining portion of your subscription unused, less the adjustment made based on the cost of a monthly subscription rate. All other payments are non-refundable and no refunds or credits will be issued for partially used periods. Following any cancellation, you will continue to have access to your Service through the end of your current billing period.

11. Cancellation

You may cancel your subscription at any time, and you will continue to have access to the Skout Deals service through the end of your monthly billing period. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH MEMBERSHIP PERIODS. For annual subscription calculations, unused months will be refunded and prorated based on what you would have paid if you were on a monthly billing cycle. Service Data cannot be recovered once a User Account is cancelled.

12. Indemnity

You agree to defend, indemnify and hold harmless Skout Deals and its subsidiaries, agents, managers, partners (including, without limitation, its wireless carrier partners), and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim for damages that arise as a result of any of your User Content or any that is submitted via your account; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

13. NO WARRANTY

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, SKOUT DEALS, ITS PARTNERS AND LICENSORS DISCLAIM ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SKOUT DEALS, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS OR PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM (A) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SKOUT DEALS SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH SKOUT DEALS OR ANY OTHER USER OF THE SKOUT DEALS SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT Skout Deals HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

The Service is controlled and operated from its facilities in Ontario, Canada. Those who access or use the Service from other jurisdictions outside of the United States do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.

15. Arbitration

Any claim arising out of or relating to these Terms or the provision of Services shall be exclusively settled by binding arbitration in accordance with the commercial arbitration rules of the Judicial Arbitration and Mediation Service, Inc. Any such claim shall be arbitrated on an individual basis, and shall not be consolidated.

16. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Skout Deals without restriction.

17. Waiver; Invalid Provisions

The failure or delay of Skout Deals to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. No oral waiver, amendment or modification shall be effective under any circumstance whatsoever. If any provision of these Terms of Use is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use shall remain in full force and effect.

18. GENERAL

Governing Law Jurisdiction.This Agreement and the resolution of any dispute related to this Agreement or the Services shall be governed and construed in accordance with the laws of the United States, without giving effort to any principles of conflicts of laws. Any legal action or proceeding relating to this Agreement or the Services shall be brought exclusively in a federal or state court. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. These Terms of Use and the provisions of the Services are governed by the laws of the state of New York, US, as such laws are applied to agreements entered into and to be performed entirely within United States by United States residents.

19. Trademark Information

The trademarks, service marks, and logos of Skout Deals used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Skout Deals. The offering of the Services shall not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Skout Deals. Use of any trademarks, any other piece of intellectual property, as part of a link to or from the Site is prohibited unless Skout Deals approves the establishment of such a link by prior written consent.

20. Severability

If any provision of these Terms is found to be illegal, void or unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions of these Terms.

ADDITIONAL TERMS OF USE – MERCHANTS

21. Obligations of the Merchant

All merchant campaigns must be 25% off or more of the original price. The integrity of the mobile application allows Skout Deals to allow users to engage in content and to connect with merchants on a larger scale. All campaigns must be truly and accurately represented at 25% off of the original price. All images cannot be copyright protected and we do not take responsibility or liable for images that you use without copyright permission. Skout Deals maintains the right to cancel Merchant subscriptions at any time, at our discretion.

Deals can be changed at any time, providing not against state or federal laws, although some are viewed and saved into the app by the consumers. Saved deals by the consumer must be honored, even if the promotion was cancelled or changed. Only items legal to advertise that are prohibited by state or federal law. Skout Deals takes no responsibility or liability for marketing illegal items. No tobacco, firearms or sexually explicit items or services can be advertised. Merchants may not post content that is hateful, obscene, abusive, threatening, profane, or otherwise objectionable. If a customer is not satisfied with a merchant’s deal and/or the merchant did not honour a Deal, the merchant shall work with the consumer to reach a mutually agreeable solution. Skout Deals is not responsible for mediating between the merchant and consumer. The merchant is responsible for all content presented to the customer and Skout Deals takes no responsibility and assumes no liability for any user content that is created, published, shared, or otherwise uploaded to the Site. Any loss or damage as result of user content that you make available or access through use of the service is solely your responsibility. Merchants may not post Content or use the Service to create an impression that is incorrect, misleading, or deceptive. All obligations and Terms and Conditions of the Merchant are subject to the General Terms of Use.

22. Data

All data collected is the property of Skout Deals and amount of data shared is only available to the merchant based on the subscription plan they are on. No data can be downloaded or used for any other purposes other than as allowed by Skout Deals. Aggregate data, without specific reference to your business may be sold or licensed to third parties. In the unlikely event that data is lost, Skout Deals shall not be held liable for any loss of information (including personal information). Skout Deals will take every reasonable precaution to make sure this does not happen.

23. Targeted Offers

A point system is in place based on consumers who interact with your business by viewing, saving, sharing, redeeming your deals or visiting your business. The points system is only visible to merchants; Merchants with appropriate subscription privalges are able to send targeted offers and deals to customers who have accumulated points in their campaigns. Targeted deals are based on a variety of factors not limited to age, gender, activity score, distance, and last visit. The points system calculations may change from time to time, and without notice.

24. Subscription Packages, Pricing & Payments

All subscription packages including features are posted on the website, in which subscription packages and prices are subject to change at any time, without notice to you. All payments are in USD. State and Federal taxes are additionally charged as required by law. Credit card information and other sensitive information is not kept on servers. “Stripe” is a third-party company by which Skout Deal processes card information through Stripe’s processer. Stripe’s Terms and conditions can be found here: https://stripe.com/ca/terms

If a subscription is upgraded, any additional subscription charges associated with the upgrade will be prorated over the remaining period of the current subscription. If a subscription is downgraded or cancelled, a loss of content, features, or capacity of the Services available to the merchant may occur;Skout Deals does not accept any liability for such loss.

25. Billing Policies

Merchants may add new services for additional fees, or amend fees and charges for existing services, at its sole discretion. The merchant warrants that they have full legal right and authorization to use any credit cards(s) used in connection with any transactions related to Skout Deals. Overdue subscription charges, if there is a grace period before suspending service will be charged in arears before subscription can be re-activated. In the event that account billing fails after 3 unsuccessful attempts, a five (5) business day grace period will be provided to allow the account to be brought up to date before an interruption of service to the account is attempted. Following the five (5) day period, suspension of account services may occur. Our charges do not include any taxes, levies, or similar governmental assessments, including value-added sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against Skout Deals based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.

26. Recurring Billing

Subscriptions are billed and charged on a month to monthly unless otherwise changed by the merchant. If an annual plan is selected, the annual plan will automatically renew annually. Additional locations after the first location will be prorated to the original month of billing in order to receive a single (and combined) charge each month. Each subscription is billed at the beginning of the paying portion of your subscription and each month or year thereafter, depending on the type of subscription, until cancellation of the subscription. Skout Deals reserves the right to change the timing of billing, in particular, if a payment has not been successfully processed. In the event membership begins on a day non-business day in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Skout Deals membership or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. At any time, and for any reason, we may provide a refund, discount, or other consideration to some or all of our members (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance. Any credits expire after 12 months of being issued.

27. Closing Your Account

If you wish to close or cancel your account, please access your Account settings online to select the “Plan” option. Skout Deals keeps all data and feedback you have received from Users. Once your account is closed, we will send you a confirmation email.

*Account information can be stored for up to 1 year after account closure for Taxes purposes and investigation purposes, as per the Privacy Policy found here.