Service Agreement
Please read the following terms and conditions relating to your use of our services.
By using one or more of our services including but not limited to Remote Access Scout, SWAT,
Network Scout, Web Scout, and PCI Scout, whether through a subscription or through
a one-time assessment (our “Service” or collectively, our “Services”), you, the customer identified
in the registration process, agree to the terms and conditions set forth in this Agreement (this
“Agreement”), as applicable. Secure Ideas, LLC (the “Company” or “we”) reserves the right, in
its sole discretion, to change, modify, add or remove provisions of this Agreement at any time.
You should check this Agreement periodically for changes. By using our Service(s) after we post
any changes to this Agreement or otherwise notify you of such changes, you agree to accept those
changes, whether or not you have reviewed them.
1. Scope and Term of Agreement
Unless we indicate otherwise, this Agreement applies to your use of and acceptance of our
Service(s), as applicable, based upon the specific service you have selected. The scope of each
Service is more particularly described here: https://www.secureideas.com/scout, and is
incorporated herein by reference, as applicable. If you have selected the Service(s) as a one-time
assessment, the term of this Agreement will expire upon the occurrence of last obligation required
hereunder. If you have selected to receive the Service(s) periodically as a subscription
(“Subscription”), each subscription shall be for a term of twelve (12) months which automatically
renews until canceled by you. Notice of the renewal shall be sent via email 60 days prior to the
then current expiration date. The annual fee for each Subscription shall be paid in monthly
installments as described below.
2. Your Acceptance and Use of Our Services
By using and accepting our Services, you agree to be legally bound and to abide by this Agreement,
just as if you had signed this Agreement. If you do not comply with this Agreement at any time,
we reserve the right to cancel or terminate your Service(s). If you do not abide by the terms of this
Agreement, except as we may otherwise provide from time to time, you agree that we may
immediately discontinue our Service(s). Further, you agree that we shall not be liable to you or
any third-party for any termination or cancellation of our Service(s) pursuant to this paragraph.
3. Charges and Fees for Services
You agree to pay, using a valid credit card (or other form of payment which we may accept from
time to time), the one-time and/or periodic charges and fees set forth on this Website and other
charges and fees incurred in order to obtain our Service(s). Throughout the term of the Agreement,
fees, including a full monthly fee for any month (or portion thereof) elapsed, if applicable, are nonrefundable. If you have selected a Subscription, the following additional terms also apply:
1) We reserve the right to increase charges and fees, or to institute new charges or fees
at any time, for any Subscription, upon reasonable advance notice communicated to you through
electronic mail.
2) We will automatically charge your credit card or other account on a monthly basis
for the initial term of your Subscription(s) and at the start of each renewal period, unless you
terminate or cancel your Subscription(s) before the relevant renewal period begins. Notification of
the renewal date shall be sent to your email address 60 days before the expiration of the relevant
Subscription period. You are responsible for keeping us informed of any changes to your email
address within the Subscription period.
3) The renewal charge will be the same as the prior period's charge, unless we notify
you of an increase in charges or fees in advance of the beginning of the renewal period as described
above.
4) In the event we cannot charge your credit card or other payment method, we reserve
the right to terminate your Subscription(s); provided, however, you shall still be liable for any fees
or charges associated with the Subscription(s) for the full term of this Agreement.
4. Verification Data
For purposes of your use of our Service(s) including identification and billing, you agree to provide
us with true, accurate and complete information as required by the registration process to obtain
our Service(s), including your legal name, address, telephone number, email address and
applicable payment information (“Verification Data”), and to allow us to share your Verification
Data with third parties for the purpose of verifying the information you provide and charging your
credit card or otherwise obtaining payment for your account. You agree to maintain and promptly
update the Verification Data and any other information you provide to us to keep it accurate. You
agree that we may rely upon the authority of your representative to bind you to the terms of this
Agreement, including the payment terms, unless such authorization is revoked in writing. If such
authorization is revoked in writing, you agree we may terminate this Agreement immediately upon
receipt of such notification and shall have no further obligations to you. However, you shall be
liable for any unpaid fees or charges incurred prior to the revocation of said authorization.
Without limiting any other provision of this Agreement, if we are provided with any information
that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the
case, we reserve the right to suspend or terminate this Agreement, your Service(s) and refuse any
and all current or future use by you of our Website (or any portion thereof), or any of our Services.
5. Your Account
You are entirely responsible for maintaining the confidentiality of your password and user account
information. You must notify us immediately in the event of any known or suspected unauthorized
use of your user account, or any known or suspected breach of security, including loss, theft, or
unauthorized disclosure of your or anyone else’s password or credit card information. In the event
of a breach of security by you, you will remain liable for any unauthorized use of your account
until you update your Verification Data. If your credit card expires, is canceled, is lost or is subject
to use without your authorization, access the Account Settings feature of this Website to update
your Verification Data. You are entirely responsible for any and all activities which occur under
your user account. You are responsible for paying any amounts billed to your credit card by a third
party whether authorized by you or not.
6. Disclaimer and Indemnification
THE SERVICE(S) ARE PROVIDED “AS IS” AND ARE PROVIDED WITHOUT WARRANTY
OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE,
ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
THE SERVICE(S) ARE INTENDED TO DETECT COMMON, KNOWN VULNERABILITIES
AND WEAKNESSES WITHIN THE AREA(S) TESTED. HOWEVER, THE RESULTS
PROVIDED SHALL NOT BE CONSIDERED AN EXHAUSTIVE LIST OF ALL
VULNERABILITY OR WEAKNESSES WITHIN THE AREA(S) TESTED.
Further, you agree you are solely responsible for any actions or inactions taken in response to the
reported results provided by the Company following any test(s) performed in connection with the
Service(s). You agree that the Company is not liable to you or any other party for any damages,
claims, losses and expenses, including attorneys’ fees, arising out of or resulting from its
performance of the Service(s) or your actions or inactions following your receipt of the results of
the Service(s). To the fullest extent of the law, you agree to indemnify and hold Company harmless
from any and all claims by any other party for any damages, losses and expenses, including
attorneys’ fees, arising of or resulting from its performance of the Service(s), your actions or
inactions following your receipt of the results of the performance of the Service(s); provided
however, the duty to indemnify and hold harmless does not apply to any agreement entered into
with the United States of America or any State of the United States of America or any
governmental agency, office or department of the forgoing.
7. Termination of Subscription (where applicable)
This Agreement or any renewal thereof may be terminated by you upon written notice to the
Company within 30 days of the expiration date of the then current term of the Subscription
Service(s). The notice may be email to the Company.
8. Privacy and Security
We are committed to protecting your privacy and security. For more information, you should
review our Privacy Policy, which is incorporated into this Agreement by this reference.
9. Restrictions on Use of Materials
The Services provided by the Company, including any reports created, are intended for your and
the Company’s exclusive use. Use of reports or reliance upon information contained in reports by
any other party shall require the written consent of the Company and acts as an agreement by that
party to these Terms and Conditions. Any use of reports by a party for purposes beyond those
intended or contemplated by Company or you as described herein will be at that party’s sole risk.
There are no third-party beneficiaries under this Agreement. If you have any concerns regarding
the completeness or quality of any part of the Services, you must notify the Company in writing
within 7 days of receipt of the work product and allow the Company to review your concerns and
respond, if deemed necessary in the Company’s sole discretion.
10. Limitation of Liability
You agree that the Company’s liability to you for errors, negligent acts or omissions by the
Company resulting from the Service(s) shall be limited to the amount you paid for the Service(s).
11.Governing Law and Choice of Forum
This Agreement shall be governed by and construed in accordance with the laws of the State of
Florida, without giving effect to any principles of conflicts of law. You agree that any action at
law or in equity arising out of or relating to the Service(s) or this Agreement shall be filed only in
the state or federal courts located in Duval County in the State of Florida and you hereby consent
and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
12.Miscellaneous Terms
In any action arising from this Agreement or the Service(s), the prevailing party shall be entitled
to recover all legal expenses incurred in connection with the action, including but not limited to its
costs, both taxable and non-taxable, and reasonable attorney's fees.
If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that
provision shall be deemed severable from these terms and shall not affect the validity and
enforceability of any remaining provisions. This Agreement and the scope of Service(s), as
applicable to you, are the entire agreement between you and us relating to the subject matter herein.
This Agreement may be modified only by our posting of changes to this Agreement on this Website
or by written agreement of both parties. Notice of changes shall also be sent by email.
This Agreement will inure to the benefit of our successors, assigns and licensees. The failure of
either party to insist upon or enforce the strict performance of the other party with respect to any
provision of this Agreement, or to exercise any right under this Agreement, will not be construed
as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such
provision or right in that or any other instance; rather, the same will be and remain in full force
and effect.