Privacy Policy

1.1. Terms of Use. These Terms and Conditions of Use (the "Terms of Use") apply to the Meeting Protocol World Wide, L.P. d/b/a Scout (“Scout”) website site located at, and all associated sites linked to, scoutclinical.com. This website, including any content, functionality, and services offered on or through this website (collectively, the “Website”) is offered by Scout (also referred to as “we” or “us” or “our”) to any users who are accessing the website (“Users” and also referred to herein as “you” or “your”). Your access to and use of the Website is subject to the following terms and conditions (“Terms and Conditions” or “Terms”) and all applicable laws. As a User, it is required that you review and accept the Terms and Conditions. You also should review our Privacy Policy. By accessing and using the Website, you accept, without limitation or qualification, the Terms and Conditions and Privacy Policy, and agree to be bound by them. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS AND Privacy Policy, PLEASE CEASE USE OF THE WEBSITE IMMEDIATELY.

1.2. Right to Change Website. We reserve the right, in our sole discretion, to change, modify, add, or remove portions of these Terms and Conditions, at any time. It is your responsibility to check these Terms and Conditions periodically for changes. Your continued use of the Website following the posting of changes will constitute your acceptance of and agreement to the changes. Subject to your compliance with these Terms and Conditions, Scout grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Website.

2.1. Personal Use. These Terms and Conditions allow you to use the Website and its content for personal, non-business reasons only. Commercial use of the Website is strictly prohibited. The Website Content (as defined below), including text and images, cannot be reproduced, distributed, modified, publicly shown or performed, republished, downloaded, stored, or transmitted in any way that violates these Terms and Conditions. Downloading content for personal, non-commercial use is permitted, as long as you keep all copyright and ownership notices intact and don't alter or create derivative works from the material. Sharing, modifying, transmitting, reusing, or reposting the Website Content, including text and images, for public or commercial purposes is strictly prohibited without our prior written permission. Information on obtaining permission is available in the "Copyright Requests" section below.

2.2. Data Mining. You may not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any Website Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any Website Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. We reserve the right to bar any such activity.

2.3. Ownership. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof, collectively, the "Website Content") are owned by us, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and any other applicable intellectual property or proprietary rights laws. You must not copy, modify, download, distribute, or de-compile the Website or any Website Content without our prior written consent, except to the extent expressly permitted by these Terms and Conditions and/or applicable laws.

Using the Website is not to be interpreted as granting you ownership of any Website Content. No right, title, or interest in or to the Website or any Website Content is transferred to you, and all rights not expressly granted in these Terms and Conditions or the Website itself are reserved by us. Any use of the Website or Website Content not expressly permitted by these Terms and Conditions is a breach of these Terms and Conditions and may violate copyright, trademark, and other laws. You must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt the Website or any computer system, server, router or any other internet-connected device associated with the Website.

2.4. Unauthorized Use. Except as expressly permitted by applicable law and by clauses 2.1 and 2.3 (above), you may not copy (except to the extent required in order to use the Website in accordance with these Terms), store in any medium (including in any other websites), distribute, transmit, re-transmit, broadcast, modify, or show in public any part of the Website or Website Content or systematically extract material from the Website, Website Content, or any document available through the Website or in any other way exploit commercially all or any part of the Website or any document available through the Website without our prior written permission. Accessing or using the Website in any unauthorized way is strictly prohibited. This includes copying, modifying, downloading, or sharing any part of the Website Content in a way that violates these Terms and Conditions. If you breach these terms, we have the right to immediately terminate your access to the Website and its content. You may also be required to return or destroy any copies of Website Content you have made.

2.5. Trademarks. The names, logos, slogans, and designs used for our company, products, and services (collectively "Trademarks") displayed on the Website belong to us or our partners and may be registered or unregistered trademarks. Nothing on the Website grants you permission to use these Trademarks. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website or in any Website Content without the written permission of the relevant Trademark owner or the permission of such third party that may own the Trademarks displayed on the Website. Your use of the Trademarks displayed on the Website, or any other content on the Website, except as provided in these Terms and Conditions, is strictly prohibited. You can only use the Trademarks with our prior written permission or the permission of the relevant Trademark owner. Use of any Trademarks or other Website content beyond what is permitted under these Terms and Conditions is strictly prohibited.

4.1. You warrant that:

4.1.1.   you will only use the Website and the Website Content in accordance with these Terms and only for lawful purposes and in a lawful manner;

4.1.2.   you will not transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam) via the Website;

4.1.3.   you will not knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

4.1.4.   you will not collect information about Users, including email addresses, without their prior consent.

4.1.5.    Without limiting any other provision of these Terms, you shall not use the Website or Website Content, nor shall you permit or assist any third party in using the Website or Website Content:

4.1.5.1.    in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

4.1.5.2.    for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;

4.1.5.3.    to send, knowingly receive, upload, download, use, or re-use any material that does not comply with the standards set out in these Terms.

4.1.5.4.    to impersonate or attempt to impersonate us, any of our employees or agents, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).

4.1.5.5.    to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm us or users of the Website, or expose them or us to liability of any kind.

4.1.5.6.    in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.

4.1.5.7.    through means of any robot, spider, or other automatic device, process, or means to access the Website or any Website Content for any purpose, including monitoring or copying any of the material on the Website.

4.1.5.8.    through means of any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms.

4.1.5.9.     using any device, software, or routine that interferes with the proper working of the Website.

4.1.5.10.    in order to attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer, or database connected to the Website.

4.1.5.11.    to attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

6.1. Authorized Persons. Access to parts of the Website are restricted to authorized persons. If you believe you have been granted access to any document, file, or portion of the Website by mistake, please refrain from downloading, copying, using, or disclosing its contents to anyone, exit the restricted section immediately, and notify us as soon as possible.

6.2. Account Security. Certain features or services offered on or through the Website may require you to be granted an account. You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. While certain portions of the Website utilize encryption technology, it is important to understand that encryption does not guarantee absolute security. Unauthorized individuals may still be able to access or download confidential information that is hosted the Website. You agree to notify Scout immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Scout or any other user of, or visitor to, the Site due to access to or use of your account password or account as a result of your failure to maintain the security of your account.

6.3. Removal of Users. We reserve the right to remove users from the authorized list of users at any time.

6.4. Confidential Information. All documents and files within restricted areas of the Website are considered confidential (“Confidential Information”). You are prohibited from distributing Confidential Information to anyone who is not authorized to access it. You will protect the confidentiality of Confidential Information in the same manner that you protect the confidentiality of your own proprietary and confidential information of like kind, but in no event less than a reasonable degree of care in protecting the Confidential Information.  If you are compelled by law to disclose the Confidential Information, you will provide Scout with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at no cost to Scout, if we wish to contest the disclosure. You will return or destroy all of the Confidential Information when it is no longer needed or at the termination of these Terms, whichever comes first. Your obligations under this Section 6.4 will survive the termination of these Terms

6.5. Email. Email communication is not secure and there is no guarantee that an email will be delivered within a reasonable time, or at all. We advise you to contact us by telephone with any information that must reach us by certain deadlines.

7.1. Limitation of Liability. We shall not be liable to you for any communication you send to us by email which is either received late or not received at all. We shall not be liable to you for any loss arising out of the inaccuracy or incompleteness of information, including the Website Content or any of your or any third party’s Contributions, contained on the Website or in the services available through the Website.

7.2. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL SCOUT OR ITS, AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY WEBSITE CONTENT, CONTRIBUTIONS, OR OTHER CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION).

7.3. Indemnification. You agree to indemnify and hold Scout, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Scout by any third party due to or arising out of or in connection with your use of the Website.

8.1. Governing Law. All matters relating to the Website, Website Content, and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of, or related to, these Terms, the Website, or any Website Content shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts, unless such waiver violates applicable law.

8.2. Dispute Resolution. At our sole discretion, we may require you to submit any disputes arising from these Terms or use of the Website or Website Content, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the  the auspices of JAMS, using JAMS’ streamlined arbitration rules and applying Delaware law.

Notwithstanding the provision of Section 8.1 above, you acknowledge and agree that a breach or threatened breach by you of any provision of these Terms and Conditions may cause us irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, we will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. We may request or seek such equitable relief in any court of competent jurisdiction, notwithstanding the provisions of Section 8.1 above.

9.1. No Waiver. No waiver by Scout of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Scout to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless it is set forth in writing and signed by an authorized representative of the entity so waiving, and the waiver shall only be enforceable against the specific entity signing the wavier.

9.2. Severability. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.