Terms Of Use – Skoop Analytics

SKOOP ANALYTICS, INC.
TERMS OF USE

BY ACCESSING, USING THE VIRTUALINVESTIGATOR® SERVICE OFFERED BY SKOOP ANALYTICS, INC. AND/OR SIGNIFYING YOUR ACCEPTANCE TO THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS ELECTRONIC AGREEMENT ON YOUR OWN BEHALF AND ON BEHALF OF THE PERSON LISTED IN THE ORDER, REGISTRATION, SIGN UP OR SIMILAR FORM (“ORDER FORM”). YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ENTITY THAT YOU WORK FOR AND YOURSELF TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, DO NOT ACCESS, OR USE THE SERVICE (AS DEFINED IN THESE THIS AGREEMENT).

Skoop Analytics, Inc., a New York corporation (hereafter, “Skoop™”, “we”, “our” and/or “us”) is a technology company that provides an online software-as-a-service (SaaS) platform (the “Service”) containing tools, applications and other materials designed to aggregate relevant data sources for individuals and companies conducting fraud investigations. Skoop™ markets and promotes the Service under the registered trademark and trade name VirtualInvestigator®. We will provide you (“you” or “User”) with use of the Service, including a browser interface and data transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Skoop™ website at https://www.Skoopanalytics.com incorporated by reference herein, including but not limited to our privacy policy. For reference, a Definitions section is included at the end of this Agreement.

NOTICE OF ARBITRATION AGREEMENT AND CLASS ACTION WAIVER: THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER, SET FORTH BELOW, WHICH AFFECT YOUR RIGHTS ABOUT RESOLVING ANY DISPUTE WITH US. PLEASE READ IT CAREFULLY.

THE SERVICE IS INTENDED TO BE USED ONLY FOR LEGALLY COMPLIANT INVESTIGATIONS. PLEASE READ SECTION 3A OF THIS AGREEMENT CAREFULLY ABOUT YOUR LIABILITY IN THE EVENT YOU USE THE SERVICE, OR CAUSE IT TO BE USED, IN VIOLATION OF APPLICABLE LAW OR THIS AGREEMENT.

Note to Social Media Users. When accessing and using services from this Website or our other social media pages, and when posting information to or otherwise communicating via those pages or your own social media page, your activities online are subject to the Terms of Service, User’s Agreement or other terms and conditions imposed by that social media website, which may contain terms and conditions different from this Agreement. Please see the following pages for further details:

O http://www.facebook.com/legal/terms (Facebook’s Statement of Rights and Responsibilities);

O https://www.linkedin.com/legal/user-agreement (LinkedIn’s User Agreement); and

O http://www.google.com/intl/en/policies/terms (Google’s Terms of Service).

1. Privacy & Security; Disclosure

Our Privacy Policy, which may be viewed at https://skoopanalytics.com, describes how we use and share Personal Information (as such term is defined in the Privacy Policy), including any payment account information you may provide to us either for purposes of creating an Account, submitting an inquiry or to receive further information, updates and promotions about or related to the Service.

In providing you our Service, Skoop™ will not sell any Personal Information contained in Customer Data. Skoop™ will not retain, use or disclose the Personal Information you provide to us about your clients (if applicable) except for the specific purpose of performing our obligations under this Agreement, including providing and improving the Service under this Agreement, nor will Skoop™ retain, use or disclose Personal Information about your clients outside of our direct business relationship with you or the legal entity under which you practice or are employed.

It is your responsibility to comply with all applicable privacy and data protection laws and to ensure that you have provided all required notices and obtained all necessary consents from your Users and clients (including with respect to third parties’ access), and that your clients have agreed to the collection of their Customer Data and the access of their Customer Data by you, by us, and, where applicable, other third parties. Any sample documentation that is provided by Skoop™ on the VirtualInvestigator® platform for obtaining consent is for illustration only, and you alone (and not Skoop™) are responsible to ensure that such documentation is adequate and enforceable to obtain requisite consent (including with respect to clients who are under 21 years of age, consent from their parents or legal guardians). In the event that we receive a subpoena or other legal or court order compelling the disclosure of any of your clients’ Customer Data or any of your data, unless ordered to not do so by a court of competent jurisdiction, or unless our legal counsel advises us that prior notification is not required or in violation of applicable law, we will notify you of the subpoena or other legal or court order prior to disclosing the Customer Data or other data. We will make commercially reasonable efforts to maintain the Service in a manner that includes appropriate administrative, technical, and physical security measures designed to protect the confidentiality, availability, and integrity of Customer Data that is in our possession, as required by applicable law. Skoop™ reserves the right to modify its privacy policy in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Skoop™ occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.

2. License Grant & Restrictions

Skoop™ hereby grants you a non-exclusive, non-transferable, worldwide right to use the VirtualInvestigator® Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Skoop™ and its licensors.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities; Prohibited Conduct and Content

You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Skoop™ immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Skoop™ immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Skoop™ user or provide false identity information to gain access to or use the Service.
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using the Service. Without limiting the foregoing, you will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of the Service that you are not authorized to access; or
- Use the Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.
- You may only upload or otherwise share Customer Data that you have all necessary rights to disclose. You may not upload, store or share any Customer Data that:
  - Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
  - Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
  - May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
  - Contains any private or personal information of a third party, a client without such third party’s consent;
In addition, although we have no obligation to screen, edit or monitor Customer Data, we may delete or remove or suspend the use of Customer Data at any time and for any reason.
By accessing or using the Service, you consent to the processing, transfer and storage of information about you and your Users in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.

3A. Your Responsibilities: Compliance with Consumer Protection Laws

Skoop™ is a platform for the operation of the VirtualInvestigator®, Software as a Service only. By using the Service, you represent and warrant that any investigatory activities you may engage in using the software and other tools available as part of the Service will comply with all applicable laws, rules and regulations of the United States of America, any and all U.S. states, and (if you are based outside the United States), the country, province and/or state or municipality in which you reside or conduct your business. Without limiting the generality of the foregoing, you represent and warrant that all investigations conducted using the VirtualInvestigator® Service will comply with the U.S. Fair Credit Reporting Act, 15 U.S.C. § 1681, as amended, and the U.S. Fair Debt Collection Practices Act, 15 U.S.C. §§ 1692 – 1692p, as amended. Neither Skoop™ nor any of its affiliates will provide you with legal advice, and you must consult your own legal counsel prior to using the Service or engaging in any particular investigation. You agree that you are solely liable for any activities that violate, are alleged to violate or that Skoop™ has reason to believe violate applicable law or this Section 3A, and you hereby indemnify Skoop™, its members, managers, employees, agents and affiliates, and hold each of them harmless from and against any investigation you conduct or engage in that violates or is alleged to violate or that Skoop™ has reason to believe violate applicable law or this Section 3A. In the event it is brought to Skoop™’s attention that you are using data obtained through the Service in violation of this Section or applicable law, Skoop™ may, in addition to any other remedies Skoop™ may have at law or in equity, seek indemnification or redress against you (including but not limited to recovery of Skoop™’s legal fees and expenses), take down any content you post on our Website and other data and information you have posted on Skoop™analytics.com or the Service, terminate your rights for the Service without notice to you, and forever ban you, your owners, employees, agents and affiliates, from using the Service. Skoop™’s policy is to cooperate with all law enforcement agencies and other third parties (including but not limited to social media platforms) in investigating improper or illegal activity involving the software and other tools available as part of the Service, and such cooperation may involve the disclosure of Customer Data and all other information about you in Skoop™’s possession. You hereby irrevocably and unconditionally release Skoop™, its members, managers, employees, agents and affiliates from any liability to you caused by or resulting from such cooperation and disclosure.
Without limiting the generality of the foregoing, responses to inquiries posted on any Skoop™ chat service or submitted to Skoop™ via e-mail are not to be construed or interpreted as guaranties, warranties or assurance that your use of the Service or your use of data obtained through the Service complies with all applicable laws, rules and regulations that may apply to those activities.

4. Account Information and Data

Skoop™ does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not Skoop™, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Skoop™ shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Skoop™ will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Skoop™ reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use data through the Service immediately ceases, and Skoop™ shall have no obligation to maintain or forward any data.

5. Intellectual Property Ownership

Skoop™ alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights to Skoop’s Technology, Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Technology or the Intellectual Property Rights owned by Skoop™.

6. Third Party Interactions

During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Skoop™ and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Skoop™ does not endorse any sites on the Internet that are linked through the Service. Skoop™ provides these links to you only as a matter of convenience, and in no event shall Skoop™ or its licensors be responsible for any content, products, or other materials on or available from such sites. Skoop™ provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

7. Charges and Payment of Fees

The Skoop™ service is a paid Software-as-a-Service application. You may use the application for free during an initial 14-day Free Trial Period, and thereafter shall pay all fees or charges to your account in accordance with the Order Form which outlines fees, charges, and billing terms that are in effect at the time a fee or charge is due and payable. A Free trial offer made by Skoop™ to you entitles you to access to the Virtual Investigator for a period not to exceed thirty (30) days. The free trial start date will be a date certain, agreed upon by Skoop™ and you (or an authorized representative). You may only use the free trial offer once. Skoop™ reserves in its absolute discretion to withdraw or modify the free trial offer and/or the terms of service at any time without prior notice and with no liability. By participating in a free trial you agree to be bound by Skoop™ Subscription Agreement.

Fee quotes are negotiated for each customer, and depend on such factors as your anticipated usage, number of employees using the Skoop™ service, and other factors.

At the end of the Free Trial Period, your right to use the Skoop service will terminate if you do not upgrade to a paid account. Upon upgrading to a paid account, subscription fees will be paid monthly or annually in advance. Monthly accounts may be converted into annual accounts, and annual accounts may be converted into monthly accounts, upon at least 30 days’ prior written notice to Skoop Analytics. Skoop™ reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

8. Billing and Renewal

Skoop™ charges and collects in advance for use of the Service. Skoop™ will issue an invoice to you by e-mail every month which shall be payable 30 days after the invoice date. If Skoop™ has not received payment within such 30-day period, Skoop™ will issue a “payment reminder” giving you two (2) additional business days to make payment. If payment is not received within such two (2) additional business days, your account and your right to use the Skoop™ service will be terminated. Fee increases will be effective the billing period immediately following notice to you. Fees for other services will be charged on an as-quoted basis. Skoop’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Skoop™s income.

You agree to provide Skoop™ with complete and accurate billing and contact information, including a correct and current e-mail address. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Skoop™ reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless Skoop™ in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (“U.S. Customers”); all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Skoop™ (“Non-U.S. Customers”).

If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to Skoop™ herein, Skoop™ reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month (compounding) on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for licenses during any period of suspension. If you or Skoop™ initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Skoop™ may charge such unpaid fees to you or otherwise bill you for such unpaid fees.

Skoop™ reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Skoop™ has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Term of License; Termination

This Agreement commences on the Effective Date in the Order Form, or the date of your registration to use the Service if earlier. You will receive invoices from Skoop™ each month until you cancel your subscription. When cancelling a monthly subscription, all future charges associated with future months of your subscription will be cancelled. You must notify us in writing of your intent to cancel. Upon notice, y

our cancellation will become effective at the end of your current monthly billing period. You will not receive a refund; however your subscription access and/or delivery and accompanying subscriber benefits will continue for the remainder of the current monthly billing period. In the event this Agreement is terminated (other than by reason of your breach), Skoop™ will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Skoop™ has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of Skoop’s Technology or Service will be deemed a material breach of this Agreement. Skoop™, in its sole discretion, may reset your password and/or terminate your account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Skoop™ may terminate a free account at any time in its sole discretion. You agree and acknowledge that Skoop™ has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

12. Intellectual Property Rights

Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain images and other content (collectively, “Service Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Skoop™, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part. In connection with your use of the Service you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology underlying the Service (including the Software distributed in connection therewith) is the property of Skoop™, our affiliates and our partners. You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Service (including the Software). Any rights not expressly granted herein are reserved by Skoop™.

The Skoop Analytics name and logo, and VirtualInvestigator®, are trademarks and service marks of Skoop™ (collectively the “Skoop Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Skoop™. Nothing in this Agreement or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Skoop Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Skoop Trademarks will inure to our exclusive benefit.

Third Party Material: Under no circumstances will Skoop™ be liable in any way for any items or content posted by third parties or at the direction of users, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any items or content posted, sold, purchased or otherwise transmitted via the Service. You acknowledge that Skoop™ does not pre-screen items or content, but that Skoop™ and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any items or content that is available via the Service. Without limiting the foregoing, Skoop™ and its designees shall have the right to remove any item or content that violates this Agreement or is deemed by Skoop™, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any items or content, including any reliance on the safety, condition, accuracy, completeness, or usefulness of such items or content.

Infringement Policy: Skoop™ respects the intellectual property of others, and we ask our users to do the same. Skoop™ will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, the Copyright Act and other applicable intellectual property laws with respect to any alleged or actual infringement. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide our Copyright Agent with the following information:

an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

If you believe that your work that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your work, you may send a written counter-notice containing the following information to the Copyright Agent:

your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the State of New York and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Skoop™will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.

The above information should be sent to Skoop’s Copyright Agent for Notice of claims of copyright or other intellectual property infringement by email to the following address: info@Skoopanalytics.com (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:

Skoop Analytics, Inc.

Attn: Copyright Agent

P.O. Box 133

Levittown, New York 11756

13. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Skoop™ represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Skoop™ help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your contact information is correct.

14. Indemnification

You shall indemnify and hold Skoop™, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Skoop™ (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Skoop™ of all liability and such settlement does not affect Skoop™’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

15. Disclaimer of Warranties

SKOOP™ AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SKOOP™AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SKOOP™ AND ITS LICENSORS.

16. Internet Delays

SKOOP™’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SKOOP™IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

19. Disclaimer of Warranties as to Use Outside of the United States and Canada

Skoop™ is a United States-based service. We make no representation that any aspect of the Service is appropriate or available for use outside of the United States and Canada or may be used for persons who are not citizens of the United States or Canada or residents of other countries. Those who access the Service from other locations are responsible for compliance with applicable local laws. The Service is subject to applicable export laws and restrictions.

20. Releases

You agree not to hold Skoop™ liable for the Content, actions, or inactions of you or other Users of the Service or of other third parties. As a condition of access to the Service, you release Skoop™ (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have or claim to have with one or more other users of the Service or with other third parties, including whether or not Skoop™ becomes involved in any resolution or attempted resolution of the dispute. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

21. Notices

Skoop™ may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Skoop™’s account information. Such notice shall be deemed to have been given upon the expiration of 12 hours after sending. You may give notice to Skoop™ (such notice shall be deemed given when received by Skoop™) at any time by any of the following: through the website at https://Skoopanalytics.com; by electronic mail to info@Skoopanalytics.com; or by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Skoop™ at the following address: Skoop Analytics, Inc., P. O. Box 133, Levittown, New York 11756, in either case, addressed to the attention of: President.

22. Modification of Agreement

Skoop™ reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service and notification to you as provided in Section 20. Continued use of the Service after any such changes shall constitute your consent to such changes.

23. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of Skoop™ but may be assigned without your consent by Skoop™ to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Skoop™ directly or indirectly owning or controlling 50% or more of you shall entitle Skoop™ to terminate this Agreement for cause immediately upon written notice.

24. Dispute Resolution

In the event of a Dispute between you and Skoop™ (including any dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration pursuant to the rules of the American Arbitration Association Commercial Arbitration Rules. The place of the arbitration shall be in Levittown, New York. In the event that there is any Dispute between you and Skoop™ that is determined not to be subject to arbitration pursuant to the preceding sentence, you agree to submit in that event to the exclusive jurisdiction and venue of the courts of the State of New York for Nassau County or the United States District Court for the Eastern District of New York. You agree that this Agreement and the relationship between you and Skoop™ shall be governed by the Federal Arbitration Act and the laws of the State of New York without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party’s Intellectual Property Rights in any court of competent jurisdiction where the other party resides or has its principal place of business.

25. Class Action Waiver

Any proceedings to resolve or litigate any Dispute in any forum will be conducted solely on an individual basis. Class arbitrations, class actions, private attorney general actions, consolidation of your Dispute with other arbitrations, or any other proceeding in which either party acts or proposes to act in a representative capacity or as a private attorney general are not permitted and are waived by you, and an arbitrator will have no jurisdiction to hear such claims. If a court or arbitrator finds that the class action waiver in this section is unenforceable as to all or some parts of a Dispute, then the class action waiver will not apply to those parts. Instead, those parts will be severed and proceed in a court of law, with the remaining parts proceeding in arbitration. If any other provision of this Dispute resolution section is found to be illegal or unenforceable, that provision will be severed with the remainder of this section remaining in full force and effect.

26. Note to Users Outside the United States and Canada

If you reside in a country other than the United States of America or Canada, you represent and warrant that your use of Skoop™, including but not limited to any investigations you conduct using the Service, its software, tools and applications will not violate any applicable law, rule or regulation in your home country, or the professional rules of any association or body in your home country with which you are affiliated, and that your use of the Service will not breach or violate any of same. You indemnify Skoop Analytics, Inc., its managers, members, employees and agents, from and against any loss, claim, damage, liability, cost or expense which any of them may incur arising from or in connection with your knowing or unknowing violation of the foregoing representation and warranty. Skoop™ reserves the right to terminate your subscription without notice, among other things, in the event it learns or suspects that your use of the Service violates any applicable law, rule or regulation in any country in which Skoop™’s users reside or work.

27. General

With respect to U.S. and Canadian Customers, this Agreement shall be governed by New York law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction and venue of the courts of the State of New York for Nassau County or the United States District Court for the Eastern District of New York. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Skoop™ as a result of this agreement or use of the Service. The failure of Skoop™ to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Skoop™ in writing. This Agreement, together with any applicable Order Form and policies, comprises the entire agreement between you and Skoop™ and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

27A. General Disclaimer

Materials and information (together, “Content”) on Skoop’s Website and/or provided through a paid subscription of the VirtualInvestigator, are provided for informational purposes only, are general in nature, and do not constitute a legal opinion or legal advice and should not be construed as a legal opinion or legal advice. If Content on this Website and/or the VirtualInvestigator appears to be a “recommendation,” it should be deemed general commentary and not applicable to any specific entity or person. If you are seeking legal advice, it is essential to consult with a licensed attorney. Skoop does not provide legal advice. Skoop is not a law firm and is in no way associated with any Law Firms.

28. Definitions

As used in this Agreement and in any Order or Forms now or hereafter associated herewith:

“Agreement” means this Subscription Agreement, any Order Forms, whether written or submitted online via the Web Site, and any materials available on the Skoop™ website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Skoop™ from time to time in its sole discretion;

“Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service;

“Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service;

“Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed, the Effective date on the Order Form or the date you begin using the Service;

“Free Trial Period” means a period of fourteen (14) days beginning on the Effective Date, during which you will not be charged for the Service.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

“Service(s)” means the software application Skoop™ makes available for subscription on its website at https://Skoopanalytics.com under the registered trademark VirtualInvestigator®, and any ancillary online or offline products and services provided to you by Skoop™, to which you are being granted access under this Agreement, including Skoop™’s Technology and the Content;

“Skoop™”, “Skoop™analytics.com,” “we”, “our” and/or “us” means Skoop Analytics, Inc., a New York corporation having an address at P. O. Box 133, Levittown, New York 11756;

“Skoop™’s Technology” means all of our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Skoop™ in providing the Service;

“User(s)” means you and your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Skoop™ at your request).

“Web Site” means https://www.Skoop™analytics.com.

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