Scout by High Performance LSM

Company: Swanson International, Inc. DBA High Performance LSM | 400 Gilead Rd #86, Huntersville, NC 28078 | help@highperformancelsm.com | (980) 281-2471

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Swanson International, Inc. DBA High Performance LSM ("High Performance LSM," "Scout," "we," "us" or "our"), concerning your access to and use of Scout by High Performance LSM, including the scout.highperformancelsm.com and app.highperformancelsm.com websites and the Scout pages of highperformancelsm.com, the Scout dashboard, the emails, messages and documents Scout prepares and sends, and any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site"). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and if a change materially affects your rights or your fees we will also tell you by email or in the Site before it takes effect. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Site is intended for business use by users who are at least 18 years of age. You may not use the Site if you are under 18.

WHAT SCOUT DOES

Scout is a local marketing service for businesses with one or more locations, such as franchise owners, and their teams. For each store you add, Scout researches the store's neighborhood (schools and their calendars, local events, community organizations, businesses and competitors), prepares a weekly local marketing plan for the store, and sends it to the people you choose. Scout also helps you manage partnerships and fundraisers, business ("trade") accounts, flyers and artwork, delivery- or service-area maps, your store teams and their group chats, and the emails you send to your team and, if you choose, to outside contacts. The features available to you depend on your plan and the settings you choose.

KEY DEFINITIONS

"Account" means the Scout account opened for your company, and "Store" means each business location you add to it.

"Team Member" means a person you add to your Account or invite to sign in, such as a leader, manager or office user.

"Your Data" means the information, files and content that you or your Team Members put into Scout or that Scout receives on your behalf, including your company, Store and Team Member details, trade accounts, partnerships, fundraising records and results, flyers, logos, maps and other uploads, contacts you add yourself, schedules and messages Scout receives for your Stores, and the emails you send through Scout. Your Data does not include Scout Research.

"Scout Research" means the information Scout gathers or compiles from public and licensed sources to provide the Services, such as schools and school calendars, local events, places, businesses and organizations near your Stores and their published contact details, competitors, weather and other local information, together with the weekly plans, scores and recommendations Scout makes from it.

"Connected Service" means a third-party service you choose to connect to Scout, such as GroupMe, an email domain or mailbox, or a Google account.

"Services" means the Site and the features, Connected Service connections and emails we provide through it.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site, including Scout Research (collectively, the "Content"), and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site and your subscription is active, you are granted a limited license to access and use the Site, including Scout Research, for the internal business purposes of your own Stores, as described in the Scout Research section below. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are at least 18 years of age; (5) you are not a minor in the jurisdiction in which you reside; (6) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise, other than through features we provide or approve in writing; (7) you will not use the Site for any illegal or unauthorized purpose; (8) your use of the Site will not violate any applicable law or regulation, or your franchise agreement; and (9) if you add Team Members, Stores or contacts, or connect a Connected Service, you are authorized to do so, as described in these Terms of Use.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

ACCOUNTS AND SIGN-IN

To use the Services you must register an Account. Scout signs people in with a one-time code or link sent to their email address instead of a password. You are responsible for keeping access to the email accounts used to sign in secure, for every person you invite to your Account, for the role and Stores you give each of them, and for all activity in your Account. Tell us at once at help@highperformancelsm.com if you believe someone has signed in to your Account without permission. You can remove a Team Member's access at any time, and you can sign a person out of every device from the Site.

We reserve the right to remove, reclaim, or change a name you select if we determine, in our sole discretion, that it is inappropriate, obscene, or otherwise objectionable.

FEES AND PAYMENT

We accept the payment methods shown at checkout, including major credit and debit cards. Payments are processed by our payment processor, Stripe; we do not receive or store your full card number.

Scout is priced per Store. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site, and to promptly update your account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. All payments shall be in U.S. dollars. Prices do not include taxes; if a tax applies to your purchase, we will add it as required by law.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment method for any such amounts. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you cancel.

Subscription plans

• Monthly plan: a fee for each Store, charged each month.
• Annual plan: a fee for each Store for twelve months, paid in full at the start of each annual term.
• The price of each plan is shown on our pricing page or in your order. Founding-member or promotional pricing applies only as stated in the offer that granted it.

Setup fee

On a monthly plan, a one-time setup fee is charged for each Store on the day you add that Store to your Account, and again each time a Store is added, including a Store you removed earlier and add back. The setup fee covers the research Scout does for a new Store, which begins as soon as the Store is added. It is not charged on annual plans, and we may waive it during a promotion stated on our Site.

Adding and removing Stores

You can add or remove Stores from the Billing page of the Site. Changes to your recurring fee, including any prorated charge or credit, are shown on the Billing page before you confirm the change.

Price changes

We may change our fees from time to time. We will give you at least 30 days' notice by email or in the Services before a fee change takes effect, and the new fee will apply starting with your first billing period after the notice period. If you do not agree to a fee change, you may cancel your subscription before it takes effect.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

FREE TRIAL

New monthly subscriptions begin with a 30-day trial of the monthly service. Your first monthly Store fee is charged at the end of the trial unless you cancel before then. The setup fee for each Store is charged on the day the Store is added, including during the trial, and is not refunded if you cancel during the trial. Annual plans do not include a trial.

CANCELLATION AND REFUNDS

All purchases, including setup fees and subscription fees, are non-refundable, except where the law requires otherwise. You can cancel your subscription at any time from the Billing page or by emailing us at help@highperformancelsm.com. Your cancellation will take effect at the end of the current paid term, and you keep access to the Services until then.

If you are unsatisfied with our services, please email us at help@highperformancelsm.com.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site available. As a user of the Site, you agree not to:

• Systematically retrieve, export, copy or download Scout Research or other Content to create or compile, directly or indirectly, a collection, compilation, database, or directory, or to keep using Scout Research after your subscription ends, without written permission from us.
• Resell, share, sublicense or provide Scout Research or access to your Account to anyone outside your own company and its Stores, including other franchisees, a franchisor, an agency or a competitor of ours.
• Use the Services, or any contact information obtained through them, to send unsolicited bulk email, spam, or any message that violates the CAN-SPAM Act or other applicable law, or to send text messages or make automated calls.
• Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means, or creating user accounts by automated means or under false pretenses.
• Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Site.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as sign-in codes.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send messages, or using any data mining, robots, or similar data gathering and extraction tools, other than features that we provide.
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Attempt to impersonate another user or person, or sign in as another person.
• Use any information obtained from the Site in order to harass, abuse, or harm another person.
• Use the Site as part of any effort to compete with us, or to build or improve a product or service that competes with Scout, as described in the Protection of Scout section below.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Copy or adapt the Site's software, including but not limited to its HTML, JavaScript, Python or other code, its page designs, or its email and document templates.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
• Delete the copyright or other proprietary rights notice from any Content.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material that interferes with any party's uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
• Upload information you are not allowed to share, including payment card numbers, government identification numbers, health information or other sensitive personal information.
• Connect a Connected Service that you do not own or are not authorized to connect, or use a Connected Service through Scout in a way that violates that service's terms.
• Use the Site in a manner inconsistent with any applicable laws or regulations.

PROTECTION OF SCOUT (NO COPYING)

Scout's software, its design and organization, the way it gathers, checks and organizes local information, its weekly plans, scoring, recommendations, templates and emails, its screens and workflows, and its documentation (together, "Scout's Methods") are our valuable proprietary property and confidential information. They are made available to you only so you can use Scout for your own Stores, under the license in these Terms of Use.

By using Scout, you agree that you will not, and will not help or allow anyone else to, directly or indirectly:

• copy, reproduce, imitate or recreate Scout or any part of Scout's Methods, whether by copying code, screens, page layouts, templates, emails, reports or documents, or by describing them to someone else to rebuild;
• use Scout, Scout Research or Scout's Methods to design, build, train, improve, sell or operate any product, service, spreadsheet, template, program or process (including an artificial-intelligence tool) that does the same or a substantially similar job as Scout, whether for yourself, your company, your franchise system or anyone else;
• access or use Scout to study it for a competing product, including benchmarking, competitive analysis, or capturing screens or outputs for that purpose;
• share access to Scout, screenshots of its non-public screens, or its outputs in bulk with a competitor of ours, a software developer, or anyone building a product of the kind described above; or
• remove, obscure or alter any notice of our ownership.

Information that is publicly available without using Scout, general marketing knowledge you already had or learn elsewhere, and the details of your own business are not Scout's Methods, and nothing here stops you from using them. You may use the plans and emails Scout prepares for your own Stores as intended.

These promises apply while you use Scout and for two (2) years after your Account closes, and they also bind your Team Members, your company and anyone acting for you; you are responsible for their compliance. Because a breach of this section could cause us harm that money alone cannot fix, we may seek an injunction or other court order to stop it, in addition to any other remedy, without posting a bond where the law allows. Anything built in breach of this section, and any rights in it, is held for our benefit.

Nothing in this section limits our rights under copyright, trade secret, patent, unfair competition or other law.

YOUR CONTENT

When you or your Team Members upload or enter content into Scout, such as flyers, artwork, logos, maps, schedules, notes and messages ("Your Content," which is part of Your Data), you represent and warrant that:

• You own Your Content or have the necessary licenses, rights, consents, releases, and permissions to use it and to authorize us to use it as described in these Terms of Use, including any brand marks and artwork your franchise agreement allows you to use.
• You have any notice or consent that the law requires from each person whose name, image or information is in Your Content, including your Team Members.
• Your Content is not false, misleading, obscene, harassing, defamatory, or otherwise objectionable, and does not violate any applicable law or the rights of any third party.

You keep full ownership of Your Content. You grant us a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit and display Your Content only as needed to provide the Services to you and your Team Members, to maintain and secure the Services, and to comply with law. We do not use Your Content in our own marketing without your written permission. We have the right, but not the obligation, to remove any content that we reasonably believe violates these Terms of Use.

SCOUT RESEARCH

Scout Research is gathered and compiled by us from public and licensed sources, and it belongs to us. While your subscription is active, you and your Team Members may view and use Scout Research for the internal business of your own Stores, including by copying individual details into your own plans, messages and records in the normal course of your work and by contacting the organizations it lists through the Services. You may not export it in bulk, keep a copy of it as a database, resell or share it, or use it after your subscription ends, except for individual details you have already used in your own messages and records.

Scout Research comes from sources we do not control, such as school districts, event organizers, maps and business listings, and those sources change without notice. We work to keep it accurate and up to date, and Scout tells you when a source could not be checked, but we do not guarantee that any date, event, contact or other detail is complete, current or correct. Please confirm important details, such as school dates, event dates and a contact's details, before you rely on them.

If a person or organization listed in Scout Research asks us to correct or remove their information, we may do so, and it will no longer be available to you through the Services.

EMAILS AND MESSAGES SENT THROUGH SCOUT

Scout sends emails and messages for you, such as the weekly plan for each Store, notices to your Team Members, and, if you choose, emails to outside contacts such as schools, organizations, business accounts and partners. You decide who receives each kind of message, and you can review emails before they are sent where the Site offers that choice.

• Emails to your own team. You choose whether Scout's emails to your Team Members come from Scout's address (scout@highperformancelsm.com, with your company's name shown) or from your own email address.
• Emails to outside contacts. Emails to anyone outside your company are sent only from your own email address, never from Scout's address. To do this, you authorize Scout to send email on your behalf from the email domain or mailbox you connect, and you confirm that you control that domain or mailbox.
• You are the sender. Emails you send through Scout, including to outside contacts, are your communications. You are responsible for their content and for complying with the laws that apply to them, including the CAN-SPAM Act. Scout adds an unsubscribe link and your business's postal address to emails sent to outside contacts, honors unsubscribe requests and bounces automatically, and limits how many outside emails can be sent each day.
• We may pause or limit sending from your Account if we reasonably believe it is causing complaints, harming the reputation of your domain or ours, or violating these Terms of Use or the law, and we will tell you why.

CONNECTED SERVICES

You may connect Connected Services to Scout through the provider's official authorization process. You represent and warrant that you own, or are authorized by the owner to connect, each Connected Service you link, that you are entitled to grant us access to it without breaching its terms, and that you have given any notice to, and obtained any consent from, your Team Members that applicable law requires for us to process data from it on your behalf.

GroupMe

If you connect your Stores' GroupMe groups, a manager or owner signs in to GroupMe once so that Scout can add its posting bot to the group (or create a group for you). Scout uses the GroupMe sign-in only during that connection and does not keep it. Scout then posts your approved messages through its bot and receives the group's new messages in order to post schedules, record schedule confirmations and prepare your team summaries. Scout keeps the text of group messages for no more than three days, and keeps only the results it needs, such as who confirmed a schedule and when. The full history of each group stays in GroupMe. GroupMe is operated by Microsoft under its own terms, and Scout's GroupMe features depend on GroupMe continuing to allow them.

Email domains and mailboxes

If you authenticate your email domain or connect a Gmail or Microsoft mailbox, Scout uses it only to send the emails you choose to send, and, where you choose, to place drafts in your mailbox. You can disconnect it at any time, and Scout then stops sending from it.

Other services

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE PROVIDERS OF YOUR CONNECTED SERVICES IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH THEM. We do not control them. A provider may change or restrict its service, require you to reconnect, or withdraw access at any time, and we cannot guarantee that any connection will remain available. You can disconnect a Connected Service at any time from the Site or in the provider's own settings.

SCHEDULES AND TEAM INFORMATION

If you have Scout receive your Stores' work schedules (for example by email from your scheduling system) or add Team Members' details, you confirm that you are allowed to share that information with us for that purpose and that you have given your Team Members any notice that the law requires. Work schedules may include the names of Team Members who are minors of legal working age; Scout uses schedules only to deliver them to your Store's team and deletes schedule pictures 30 days after they are received.

FRANCHISE BRANDS AND TRADEMARKS

Scout is an independent service of Swanson International, Inc. It is not affiliated with, endorsed by, or sponsored by Domino's or any other franchisor, brand or franchise system, unless we say so in writing. Brand names and marks shown in the Site, including those in your own Content, belong to their owners. You are responsible for making sure that your use of Scout, and every message, flyer, offer and promotion you make with it, complies with your franchise agreement and your brand's standards, marketing rules and approvals.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. Submissions do not include Your Data. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites"), such as school, district, event and business websites, as well as articles, photographs, text, graphics, pictures, designs, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

ADVERTISERS

We do not display third-party advertisements in the Scout app (app.highperformancelsm.com). Our marketing pages may show advertisements served by Google AdSense, as described in our Privacy Policy and Cookie Policy. If we offer advertising in the Scout app in the future, we will update these Terms of Use before any advertisement appears.

U.S. GOVERNMENT RIGHTS

Our services are "commercial items" as defined in Federal Acquisition Regulation ("FAR") 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense ("DOD"), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation ("DFARS") 227.7202-3. In addition, DFARS 252.227-7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any content that violates these Terms of Use; (4) remove from the Site or otherwise disable files and content that are excessive in size or are in any way burdensome to our systems, after telling you where practical; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: highperformancelsm.com/privacy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children's Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Site as quickly as is reasonably practical.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

Notifications

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify our Designated Copyright Agent using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

All Notifications should meet the requirements of DMCA 17 U.S.C. § 512(c)(3) and include the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by the Notification, a representative list of such works on the Site; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (4) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an email address at which the complaining party may be contacted; (5) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed upon.

Counter Notification

If you believe your own copyrighted material has been removed from the Site as a result of a mistake or misidentification, you may submit a written counter notification to our Designated Copyright Agent using the contact information provided below (a "Counter Notification"). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following: (1) identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled; (2) a statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which we are located; (3) a statement that you will accept service of process from the party that filed the Notification or the party's agent; (4) your name, address, and telephone number; (5) a statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (6) your physical or electronic signature.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material, unless we first receive notice from the party filing the Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

Designated Copyright Agent

Swanson International, Inc. DBA High Performance LSM, 400 Gilead Rd #86, Huntersville, NC 28078, help@highperformancelsm.com

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES) TO ANY PERSON FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION, OR FOR NON-PAYMENT. WHERE PRACTICAL AND LAWFUL, WE WILL TELL YOU THE REASON AND GIVE YOU A CHANCE TO FIX IT FIRST.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

When your Account is closed, we stop sending emails and messages for it, remove Scout's bot from your connected groups where the provider allows, stop using any connected domain or mailbox, and keep, return or delete Your Data as described in the Your Data and Security section and the Data Processing Agreement. Your license to use Scout Research ends when your Account closes. The Protection of Scout section, the Scout Research limits, and the sections on fees owed, disclaimers, limitation of liability, indemnification, governing law and dispute resolution continue after your Account closes.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion. We also reserve the right to modify or discontinue all or part of the Site at any time; if we discontinue the Services entirely, we will give you at least 30 days' notice and a chance to download Your Data. We will not be liable to you or any third party for any modification, price change made under these Terms of Use, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times, or that every email, message or post will be sent at a particular time. We may experience hardware, software, or other problems, or problems with the services we rely on, or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site, or by a delayed or missed email, message or post, during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements made and to be entirely performed within the State of North Carolina, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Mecklenburg County, NC. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Mecklenburg County, NC, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) year after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief, including under the Protection of Scout section. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, dates, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT, INCLUDING SCOUT RESEARCH, OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE, AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, INCLUDING DATES, EVENTS, CONTACT DETAILS, WEATHER AND OTHER LOCAL INFORMATION, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, OR ANY DELAYED OR MISSED EMAIL, MESSAGE OR POST, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. SCOUT'S PLANS AND RECOMMENDATIONS ARE SUGGESTIONS; WE DO NOT GUARANTEE ANY SALES, PARTNERSHIP, FUNDRAISER OR OTHER BUSINESS RESULT. WE DO NOT CONTROL ANY CONNECTED SERVICE AND ARE NOT RESPONSIBLE FOR ITS AVAILABILITY, ITS DATA, OR ANY ACTION ITS PROVIDER TAKES CONCERNING YOUR ACCOUNT WITH IT.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) Your Content or Your Data; (2) use of the Site by you or your Team Members; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property and privacy rights; (6) any email or message you send, or instruct Scout to send, through the Services, including any claim under the CAN-SPAM Act or other law governing commercial messages; (7) your connection or use of any Connected Service in breach of its provider's terms; or (8) your breach of your franchise agreement. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

YOUR DATA AND SECURITY

You own Your Data. You grant us a limited, non-exclusive license to host, copy, process, transmit and display Your Data only as needed to provide the Services to you, to maintain, secure and improve the Services, to comply with law, and to create aggregated or de-identified statistics that do not identify you, your Stores, your Team Members or your contacts. We do not sell Your Data.

You can download Your Data at any time from the Site. The download includes everything you and your Team Members put into Scout. It does not include Scout Research.

We protect Your Data with administrative, technical and physical safeguards, including TLS encryption in transit, encryption at rest for stored data, files and backups, separation of each customer's data, sign-in by one-time codes with limited session lengths, a server that accepts no direct connections from the internet, daily backups with tested restores, and monitoring. The current measures are described in Annex II of our Data Processing Agreement. If we become aware of a security breach that affects Your Data, we will notify you without undue delay, and in any event within 72 hours, and give you the information you need to meet your own legal obligations.

Retention. We keep Your Data for as long as your Account is open, unless you delete it sooner, you ask us to delete it, or our Privacy Policy or Data Processing Agreement sets a shorter period (for example, schedule pictures are deleted 30 days after they are received, and GroupMe message text is deleted within three days). When your Account closes, you may download Your Data for 30 days; we then delete it within the following 30 days, except where we must keep it to comply with law, to resolve disputes, or to enforce our agreements, and we will confirm the deletion in writing on request. Copies in routine backups are retained for no more than 35 days and then overwritten.

Although we back up data daily, you are responsible for keeping your own records of your business. We are not liable for loss or corruption of Your Data that is caused by you, by a Connected Service provider, or by events outside our reasonable control.

DATA PROCESSING AGREEMENT (DPA)

If you process personal data through the Site as a business or organization, including information about your Team Members and your business contacts, you agree to the Scout Data Processing Agreement (DPA) at highperformancelsm.com/dpa, which is incorporated into these Terms by reference. If the DPA and these Terms conflict on a data protection matter, the DPA controls.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site, together with your order, constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. Except for the limited authorization to send email on your behalf described in these Terms of Use, there is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

If you have questions or comments about these Terms of Use, please contact us at:

Swanson International, Inc. DBA High Performance LSM

400 Gilead Rd #86, Huntersville, NC 28078

(980) 281-2471

help@highperformancelsm.com