Aecern, LLC (“Aecern”, “we,” “our,” or “us”) operates the Scoutlier platform to provide a secure place for Educators and Students to share educational materials. These Terms of Use apply to our website at aecern.com and scoutlier.com, the Scoutlier platform, the Scoutlier mobile app, and any associated services (collectively “Scoutlier”).

Please read these Terms of Use (“Terms”) carefully. You accept these Terms by creating an account on Scoutlier or through your use of Scoutlier. These Terms of Use, together with our Privacy Policy, and all other documents referenced herein, represent the entire agreement between You and Aecern and supersede any prior statements or representations. If You do not agree to the Terms of Use, You must immediately terminate use of our internet properties, including Scoutlier.

You agree that we may provide notice to You of updated terms by posting them on the Aecern / Scoutlier website. Use or continued use of Scoutlier following notice of such updated terms indicates Your consent to be bound by them.

1.  PRIVACY

Please read the Privacy Policy, as it describes what information we collect from You, how we use that information, and the legal bases we have to process your information.

2. YOUR ACCOUNT

2.1 The Service. Scoutlier allows Educators to create accounts to provide a platform for Educators and Students to share education materials. Individuals, such as teachers or other school representatives, who create Scoutlier accounts are referred to as Educators (or as “You”). If a school, school district, or other educational agency (“School”) establishes one or more Scoutlier accounts, the School shall designate one or more Educators authorized to create and access the School’s Scoutlier account. Educators and Students who use the Scoutlier service are collectively referred to as Users.

2.2 Account Creation. When You register for an account as an Educator, we collect the  information that you provide or  information provided by a third-party sign-in service, such as Google, Google Classroom or Microsoft. If You choose to create one or more Student Classrooms, we collect the information that you provide or information provided by a third-party service, such as Google Classroom. You do not have to provide student information to use Scoutlier.

You agree not to use any false, inaccurate or misleading information when signing up for Your account. You must keep this information up to date. You may delete Your account at any time, for any reason by contacting [email protected]. If You create a Scoutlier account on behalf of a school or other entity, You represent that You have the legal authority to bind that entity to these Terms.

If You purchase a subscription for a paid Scoutlier account,  your subscription shall be subject to the terms and conditions of your subscription agreement, in addition to these Terms.

We reserve the right in our sole discretion to: (a) remove any content that You upload to Scoutlier at any time for any reason, and (b) suspend or terminate any account and/or refuse any current or future use of Scoutlier (or any portion thereof) at any time for any reason. We will not be liable to You or any third party for taking either of these actions.

2.3 Account Responsibilities. You are responsible for maintaining the accuracy of Your account information, for maintaining the confidentiality of Your password and account information, for compliance with applicable regulations, including but not limited to the Children’s On-Line Privacy Act (“COPPA”), and for activities that occur under your account.

In order to use a Scoutlier account, You

(a) Must comply with our Privacy Policy.

(b) Represent and warrant that You have: (i) the authority to consent to our collection and use of personal information from Your Students; (ii) obtained any required parental consent, including if required verifiable parental consent under COPPA; (iii) not received any revocation of a consent from a parent or legal guardian; (iv) filed evidence of parental consent with Your School administrator  before using Scoutlier; and (v) will only use the personal information provided by or otherwise collected from a Student for educational purposes. You may act as the parent’s agent and for purposes of giving consent by the parent to us for the collection and use of Student information for children below the minimum age (e.g. the minimum age for COPPA is under age 13). By enrolling a Student or helping the Student use Scoutlier, You provide such consent to us and agree that the Student’s online activities are subject to these terms.

(c) Must ensure that all activities on Your Scoutlier account comply with all applicable laws related to disclosure of Student information and regulations, including the Family Educational Rights and Privacy Act (“FERPA”); and obtain FERPA-compliant disclosure consents from the parents of children under 18, or from the Students aged 18 and older; and grant us a nonexclusive license to view, download, reproduce, modify, create derivative works of, distribute, and display any information provided by or collected from a Student solely for the purposes discussed in these Terms. Educators must ensure they have proper consents before sharing any Student information with third parties.

2.4 RESELLER

If you created your account through an app store or other reseller, the availability of Scoutlier app and other resources they may provide is dependent upon the app store or other reseller from whom you received these Scoutlier resources. These Terms govern your use of the Scoutlier program and, upon your acceptance of the Scoutlier app and other resources provided by the app store or other reseller, will as third party beneficiaries of these have the right to enforce their Terms.

3. YOUR CONTENT 

3.1 User Content. “User Content” means any information and content that Users submit to, or use with, Scoutlier. User Content may include photos, audio recordings, video recordings, quantitative and qualitative form data, files, notes, hyperlinks, and other ways of documenting student learning. Each User is solely responsible for any of its own User Content. In addition, an Educator is responsible for any User Content provided by or collected from a Student. Questions about possession, control, or transfer of Student-generated User Content, including the review and correction by a Student, Parent, or legal guardian of a Student’s personal information, should be directed to the Educator responsible for the Scoutlier Account in which the Student is enrolled. We do not assume responsibility for interactions among Users. Your interactions with other Users are solely between You and such Users, and we will not be responsible for any loss or damage incurred as the result of any such interactions. Except for restrictions on disclosure required by applicable law and our Privacy Policy, Aecern does not guarantee any confidentiality with respect to Your User Content.  Because we cannot guarantee that User Content will be available in the event it is intentionally or accidentally deleted, we recommend You backup User Content regularly.

3.2 License. To the extent necessary to provide the Scoutlier service, You grant to us a worldwide and royalty-free intellectual property license to use Your User Content posted on Scoutlier, for example, to make copies of, retain, transmit, reformat, display, and distribute to support use and training. You represent and warrant that You have (and will have) all the rights necessary for Your User Content that is uploaded, stored, or shared on or through Scoutlier and that the collection, use, and retention of Your User Content will not violate any law or rights of others. In the event that Your User Content is deleted from Scoutlier, the above licenses will terminate within a commercially reasonable time after such deletion.  

3.3 Code of Conduct. By agreeing to these Terms, You are agreeing that, when using Scoutlier, You will:

(a) Comply with all applicable laws and regulations, these Terms and our Privacy Policy;

(b) Not engage in any activity that harms, or threatens to harm children, other Users, or Scoutlier;

(c) Not send unwanted or unsolicited bulk email, postings, contact requests, or other messages;

(d) Not to use Scoutlier to share inappropriate content or material (involving, for example, pornography, offensive language, graphic violence, or criminal activity).

(e) Not to engage in any content that infringes on the rights of others, such as the unauthorized posted of copyrighted material; and

(f) Not use Student personal information for marketing or advertising purposes.

3.4 Enforcement. We reserve the right, but not the obligation, to review any User Content and take appropriate action against User Content that we determine, in our sole discretion, violates these Terms. Such action may include removing User Content, terminating a User account, and/or contacting appropriate law enforcement authorities.

3.5 Deletion of Content or Account. You may delete your account or content on Scoutlier by following the instructions provided on Scoutlier, in our communications, or by submitting a request to [email protected]. Students and their Parents can also correct, edit, or update Student information by contacting their Educator. For further information, please see our Privacy Policy.      

4. USE OF THE SCOUTLIER SERVICE 

4.1 License. We grant You a non-transferable, non-exclusive, non-sublicensable revocable, limited license to use and access, solely for your own personal, noncommercial use Scoutlier software.

4.2 Restrictions. Your use of Scoutlier is subject to the following restrictions.  You shall not: (a) license, sell, rent, lease,  assign, or otherwise commercially exploit Scoutlier or any content displayed on Scoutlier; (b) modify, make derivative works of, disassemble, reverse compile any part of Scoutlier; (c) access Scoutlier in order to build a similar or competitive product or service; (d) except as expressly stated herein, copy, reproduce, post or transmit any part of Scoutlier in any form or by any means; (e) upload, transmit, or distribute to or through Scoutlier any computer viruses, worms, or any software intended to damage or alter a computer system or data; (f) use Scoutlier to harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (g) interfere with, disrupt, or create an undue burden on servers or networks connected to Scoutlier, or violate the regulations, policies or procedures of such networks; (h) attempt to gain unauthorized access to Scoutlier (or to other computer systems or networks connected to or used together with Scoutlier), whether through password mining or any other means; or (i) use software or automated agents or scripts to produce multiple accounts on Scoutlier, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) Scoutlier. All copyright and other proprietary notices on Scoutlier (or on any content displayed on Scoutlier) must be retained.

4.3 Service Availability; No Support. Except as otherwise provided in your account agreement, we have no obligation to provide You with any support or updates in connection with Scoutlier. Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on Your region or device.

4.3 Ownership. Aecern, or its licensors, is the sole owner of Scoutlier, which is protected by U.S. and foreign copyright laws, patents, trademarks, trade secret, and other laws. No right, title or interest in Scoutlier or any of our intellectual property is granted to you other than the rights conveyed by these Terms.

4.4 Feedback. When you provide any idea, proposal, suggestion or feedback, including technologies and product improvements (“Feedback”) to Aecern, you grant Aecern, without charge, royalties or other obligation to You, the right to make, have made, create derivative works, use, share and commercialize your Feedback in any way and for any purpose. You represent and warrant that you have all of the necessary legal rights (whether by ownership, license or otherwise) to post the Feedback. You may not post any  Feedback that (i) violates or infringes upon the rights of any third party, including copyright, trademark, privacy or other personal or proprietary rights; or (ii) contains defamatory or otherwise unlawful material.

5. WARRANTIES AND DISCLAIMERS 

AECERN DOES NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR USEFULNESS OF ANY CONTENT OR OTHER INFORMATION PROVIDED THROUGH SCOUTLIER.

AECERN DOES NOT WARRANT THAT SCOUTLIER WILL BE UNINTERRUPTED, ERROR-FREE, SECURE OR WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. THE SITES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND FROM THE COMPANY. AECERN DOES NOT MAKE ANY WARRANTIES, WITH RESPECT TO SCOUTLIER, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, COMPATABILITY, SECURITY, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT  OR ACCURACY, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, EXCEPT TO THE EXTENT ANY WARRANTY CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

Some of these limitations and waivers may not apply to you due to limits imposed by some jurisdictions on the exclusion of certain warranties or the limitation or exclusion of liability for damages. To the extent that applicable law limits our ability to disclaim any warranty or limit our liability, our disclaimer of warranties and the extent of our liability will be the maximum permitted under such law.

Notice for New Jersey Residents

The provisions of these Terms concerning the exclusion or limitation of certain damages are not applicable in New Jersey with respect to punitive damages, loss of data, and loss of or damage to property.

Notice for California Residents

California residents are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N. 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

6. LIMITATION ON LIABILITY 

USE OF THE SCOUTLIER IS AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW YOU RELEASE AECERN, ITS AFFILIATES, AND LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM ANY AND ALL CLAIMS (INCLUDING, WITHOUT LIMITATION, CLAIMS FOR ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ATTORNEY’S FEES AND COSTS), EVEN IF AECERN HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, RELATING TO OR ARISING FROM YOUR USE OF SCOUTLIER (OR INABILITY TO USE THE SCOUTLIER) OR THE USE OF ANY CONTENT OR INFORMATION CONTAINED ON THE SCOUTLIER. SOME JURISDICTIONS DO NOT ALLOW IMPLIED WARRANTIES TO BE EXCLUDED OR MODIFIED OR LIABILITY TO BE LIMITED, SO NOT ALL OF THE ABOVE LIMITATIONS MAY APPLY TO YOU. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON’T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS. 

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

7. TERM AND TERMINATION 

These Terms will remain in effect while You use Scoutlier. You may terminate your Scoutlier account at any time, for any reason, by notifying Aecern.  Upon termination, your right to access and use Scoutlier will end and User Content posted to your Scoutlier account will be deleted after thirty days, except as necessary to resolve disputes, enforce our policies, and to comply with the law. The provisions of these Terms, which by their nature should survive termination of your account, should survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnification, release and binding arbitration and class action waiver.

8. NOTICE OF INFRINGEMENT

Aecern will respond to allegations of copyright infringement in accordance with the Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or an agent of a copyright owner and believe that any content on Scoutlier infringes on your copyright, you may submit a notification pursuant to the DMCA to the Company’s designated agent:

Aecern, LLC
ATTENTION DMCA AGENT
c/o Eugene R. Curry
Law Office of Eugene R. Curry
3010 Main Street
Barnstable, Massachusetts 02630
(508) 375-0070
[email protected]

Please include the following information in writing:

1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright that has allegedly been infringed;
2. Identification of the copyrighted work that you claim has been infringed;
3. Identification of the material that is claimed to be infringing that is reasonably sufficient (through URL or otherwise) to allow the Company to locate the material on the Site;
4. Your address, telephone number, and email address;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. A statement, under pains and penalty of perjury, that your notification is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf;
7. Information, if possible, sufficient to permit Aecern to notify the party that posted the alleged infringing content.

Any person that knowingly misrepresents that materials are infringing shall be liable to Aecern for any damages (including costs and attorneys’ fees) incurred because of removing or disabling access to the alleged infringing material.

If you believe the content 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 such content, you may submit a counter-notice to the address listed above.

9. GENERAL 

9.1 Governing Law/Interpretation. The laws of the state where You reside (or, if a School, where your principal place of business is located) govern all claims, regardless of conflict of laws principles, except that the Federal Arbitration Act governs all provisions relating to arbitration. You irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Boston, Massachusetts, for all disputes arising out of or relating to these Terms or Scoutlier that are heard in court (excluding arbitration and small claims court).

9.2 Disclosures. If You are a California resident, You may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

9.3 Class Action Waiver

YOU AND AECERN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

9.4 Indemnity

WHEN YOU USE, YOU AGREE TO IDEMINIFY AND HOLD AECERN, ITS AFFILIATES, AND LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS AND THE OTHER USERS OF THIS SITE FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES OR EXPENSES, INCLUDING ATTORNEY FEES, ARISING FROM OR RELATING TO YOUR USE OF SCOUTLIER.

9.5 WAIVER OF JURY TRIAL. 

THE PARTIES HEREBY UNCONDITIONALLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY DISPUTE. The scope of this waiver is intended to be all encompassing of all disputes that may be filed in any court or other tribunal.

9.6 No Waiver of Rights

Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.

9.7 Force Majeure

Aecern shall not be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond our reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies; any epidemic or pandemic;  any law, order, regulation, ordinance, or requirement of any government or legal body; inability to secure raw materials, transportation, fuel or energy.

9.8 Assignment. We may assign these Terms, in whole or in part, at any time without notice to You. You may not assign Your rights or obligations under these Terms or transfer any rights to use Scoutlier.

9.9 Entire Agreement/Modification/Enforcement.  These Terms supersede all other written and oral communications or agreements about the subject matter.  A waiver or modification of these Terms shall only be effective if in a writing signed by an authorized officer or representative of Aecern. If any provision of these Terms is found to be unenforceable or invalid, the remaining provisions shall be enforceable and valid to the greatest extent permitted by law.

 9.10 Jurisdiction

Scoutlier intended for Users who reside in the United States of America. If you access and use the Sites outside the United States, you do so at your own risk and are responsible for compliance with applicable local laws.

10. CHANGES TO TERMS OF USE

Aecern reserves the right to modify or change these Terms at any time. We will post significant changes to these Terms on this page, which shall be your notice of the change. If you continue to use the Site after the change has been posted, you will be deemed to have agreed to the change. Therefore, we encourage you to check these Terms of Use frequently.

11. BINDING ARBITRATION AND CLASS ACTION WAIVER 

11.1 Arbitration Procedure: 

(a) Disputes Covered.  The term “dispute” is as broad as it can be. It includes any claim or controversy between You and us concerning Scoutlier, Your account, or these Terms, under any legal theory.

(b) Mail a Notice of Dispute First. If You have a dispute and our customer service representatives can’t resolve it, send a notice to Aecern, LLC, NOTICE OF DISPUTE, c/o Eugene R. Curry, Law Office of Eugene R. Curry, 3010 Main Street, Barnstable,  Massachusetts 02630. Please include your name, address, contact information, a description of the problem and how you would like the problem to be resolved.  After 60 days, You or we may start an arbitration if the dispute is unresolved.

(c) Small Claims Court Option. Instead of mailing a Notice of Dispute, You may sue us in small claims court in your county of residence (or, if a business, Your principal place of business) or in Barnstable County, Massachusetts if You meet the court’s requirements.

(d) Conduct of Arbitration. Except for a claim of breach of a party’s obligations regarding Intellectual Property, any dispute between you and us shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator and shall be conducted in Boston, Massachusetts. Judgment upon the arbitral award may be entered by any court having jurisdiction.

(e) Must File Within One Year. You and we must file in small claims court or arbitration any claim or dispute (except intellectual property disputes—see section 11.1 (a), above) within one year from when it first could be filed. Otherwise, it’s permanently barred.

(f) Rejecting Future Arbitration Changes. You may reject any change we make to section 10 (except address changes) by sending us notice within 30 days of the change by U.S. Mail to the address in section 11.1(b). If You do, the most recent version of section 11 before the change you rejected will apply.