SCOUTCLOUD TERMS OF USE

Last Updated: April 26, 2023

Welcome to ANTLER LLC doing business as ScoutCloud.co ("we," "us," "our," or "the Company"). By accessing or using our website [Website URL] (the "Website") or any services provided through the Website (the "Services"), you agree to be bound by the following terms and conditions (the "Terms of Use"). If you do not agree, you must not use the Website or Services.

Our Website provides a platform for location scouts, talent scouts, and other professionals to store and share images and videos with clients. Our Services enable users to create a library of images and videos on the site, and share a selected subset of their library with clients.

To access our Services, you must create an account on our Website. You agree to provide accurate and complete information when creating your account, and to update your account information as necessary to ensure that it remains accurate and complete. You are responsible for maintaining the confidentiality of your account credentials, and for any activity that occurs under your account. We are not liable for any loss or damage arising from unauthorized use of your account.

You are solely responsible for any content that you upload, publish, or display on our Website ("User Content"). You retain ownership of the content you upload, and we will not use it for any purpose other than providing our Services to you.

By uploading, publishing, or displaying content on our Website, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to host, store, and transmit your content solely for the purpose of providing our Services to you. We will not use your content for any other purposes without your explicit consent.

You agree not to upload, publish, or display any content that:

• Infringes on any intellectual property rights, privacy rights, or other rights of any third party;
• Is defamatory, obscene, offensive, or otherwise objectionable;
• Contains viruses, worms, or other malicious code.

We reserve the right to remove any content that violates these Terms of Use or is otherwise objectionable, in our sole discretion.

You agree to use our Website and Services in compliance with all applicable laws and regulations, and in a manner that does not infringe on the rights of any third party. Specifically, you agree not to:

• Use our Website to harass, threaten, or intimidate others;
• Use our Website to send unsolicited messages or spam;
• Engage in any fraudulent or illegal activities;
• Attempt to gain unauthorized access to our Website or to another user's account;
• Use our Website in a way that could damage, disable, overburden, or impair our servers or networks.

We may charge fees for certain services on our Website. By using our paid Services, you agree to pay all applicable fees in a timely manner. We reserve the right to change our fees at any time, and we will notify you of any fee changes through email or notices on the Website. We may refuse service to any user who fails to pay our fees.

All content on our Website, including but not limited to text, graphics, logos, and images, is the property of **ANTLER LLC dba ScoutCloud.co** or our licensors, and is protected by copyright and other intellectual property laws. You agree not to use, reproduce, distribute, or display any of our content without our express written consent.

Our Website and Services are provided on an "as is" and "as available" basis, without any warranties of any kind, express or implied. We do not warrant that our Website or Services will meet your specific requirements, or that they will be uninterrupted, timely, secure, error-free, or free from defects or viruses.

In no event shall we be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with your use of our Website or Services. This includes, but is not limited to, damages for loss of profits, goodwill, data, or other intangible losses, even if we have been advised of the possibility of such damages. In no event shall our total liability exceed the amount you paid to use the Services in the twelve (12) months preceding the event giving rise to the claim.

You agree to indemnify and hold **ANTLER LLC dba ScoutCloud.co**, its affiliates, officers, agents, employees, and partners harmless from any claim, demand, or damages, including reasonable attorneys' fees, arising out of your use of our Website, your User Content, your violation of these Terms of Use, or your violation of any rights of another person or entity.

We may terminate your access to our Website and Services at any time, without notice, if we believe that you have violated these Terms of Use, engaged in illegal activities, or failed to pay any fees owed to us.

These Terms of Use shall be governed by and construed in accordance with the laws of New York, without giving effect to its conflict of law principles. Any dispute arising out of or in connection with these Terms of Use shall be resolved through binding arbitration in Nyack, New York, in accordance with the rules of the American Arbitration Association. You agree to resolve any dispute on an individual basis and waive your right to participate in a class action lawsuit. The prevailing party in any arbitration shall be entitled to recover reasonable attorneys' fees and costs.

We reserve the right to modify these Terms of Use at any time, without notice. We will notify you of any material changes to these Terms of Use by email or through notices on the Website. Your continued use of our Website and Services following any modifications constitutes your acceptance of the modified Terms of Use.

These Terms of Use constitute the entire agreement between you and **ANTLER LLC dba ScoutCloud.co** regarding your use of the Website and Services. If any provision of these Terms of Use is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Our failure to enforce any right or provision of these Terms of Use shall not be deemed a waiver of such right or provision.