Effective: Jan 18, 2023
PLEASE READ THIS SCALE HOUSE SOFTWARE END USER LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING ANY INTERNET-BASED OR DOWNLOADABLE SOFTWARE AND RELATED DOCUMENTATION OR INSTRUCTIONS MADE AVAILABLE FROM OR THROUGH WWW.SCALEHOUSE.SOFTWARE BY CAIRN APPLICATIONS Inc. (THE “SOFTWARE”). THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN “YOU” (WHETHER AN INDIVIDUAL OR BUSINESS ENTITY) AND CAIRN APPLICATIONS Inc. (“WE,” “US,” “CAIRN”). WE AND YOU ARE COLLECTIVELY CALLED “PARTIES.” THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE SOFTWARE. YOU MAY ALSO BE REQUIRED TO ACCEPT ADDITIONAL TERMS, IN ORDER TO ACCESS AND USE THE SOFTWARE.
By accessing or using the Software, You indicate your acceptance of and agree to be bound by the terms of this Agreement on behalf of yourself, if You are an individual, and on behalf of yourself and the organization You represent if You are a business entity user. If You are a business entity user, You represent and warrant that You have full authority to bind that entity to this Agreement. You must be at least 18 years old or the age of majority in your jurisdiction of residence (if older than 18) to be able to agree to these terms. If You do not or cannot accept these terms, please immediately discontinue use of the Software and notify us. You understand that this Agreement is additional and complementary to Cairn’s web site Terms of Use and Privacy Policy for www.scalehouse.software (collectively, “Site Terms”). In the event of a conflict between such Site Terms and this Agreement, this Agreement will control on respect of the Software.
CAIRN RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO MODIFY THIS AGREEMENT AT ANY TIME BY POSTING SUCH MODIFICATIONS OR OTHERWISE MAKING THEM KNOWN. YOUR CONTINUED ACCESS OR USE OF THE SOFTWARE FOLLOWING CHANGES TO THIS AGREEMENT WILL MEAN THAT YOU ACCEPT THE CHANGES.
1. License Grant. Subject to the terms and conditions of this Agreement, including Section 2 below, Cairn grants You the following license:
A limited, nonexclusive, nontransferable, nonsublicensable, revocable license to access and use the Software, for your or, if You are an individual entering into this Agreement on behalf of a business entity or other organization, your organization’s internal business purposes for so long as You are a current customer, as determined by Cairn, and abide by, the terms of this Agreement. You may not use the Software to offer products and services that compete with those offered by Cairn. Your right to use the Software includes the right to view, display, access, print, reproduce and modify reports, results and other data available via the Software, in each case, which relate solely to your dumpsters or those of the organization on whose behalf You entered into this Agreement, and not to any dumpsters of any other users of the Software (collectively, the “Reports”). “Reports” do not include the software, tools or data owned by third parties. Nor do “Reports” include Cairn’s proprietary information, methodologies, or algorithms for generation and delivery of the Reports, including, but not limited to, document templates, report formats, processes, techniques, services, algorithms, technology, software or project tools (collectively, “Cairn IP”). In the event any Cairn IP is required to use the Reports, Cairn hereby grants to You a non-exclusive, worldwide, royalty free, sublicenseable license, to use the Cairn IP as necessary solely to receive the benefit of the Reports.
Without the express written consent from Cairn Applications Inc, you may not create, execute, or integrate any automation or 3rd party software with www.scalehouse.software except through Cairn's established Application Programing Interfaces (APIs), using the documented endpoints, and authorized API credentials.
In the event any third-party software or applications are necessary to access the Software or any content available through the Software, use of such third-party content may be subject to additional terms and conditions to which You will be required to assent. In the event of a conflict between such third-party terms and this Agreement, the third-party terms will control as to any third-party software or applications.
You are responsible for obtaining and maintaining any third-party software that may be required to have full access and use of the Software and Reports.
The Software is owned by Cairn and/or a Cairn supplier or licensor, and is copyrighted and licensed, not sold.
2. Restrictions on Use. You will not use the Software for any purposes beyond the scope of the license granted in Section 1 of this Agreement. Without limiting the generality of the foregoing, You will not (a) assign, sublicense, sell, lease or otherwise transfer or convey, or pledge as security or otherwise encumber, your rights under the license granted in Section 1; (b) use the Software in any time-sharing or service bureau arrangement, including, without limitation, any use to provide services for the benefit of, or on behalf of, any third party; (c) modify or create any derivative works of the Software (or any component thereof); (d) distribute viruses or any other technologies that may harm Cairn or the interests or property of Cairn and other Software users; (e) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Software is compiled or interpreted, and You hereby acknowledge that nothing in this Agreement shall be construed to grant You any right to obtain or use such source code; (f) interfere with or disrupt the Software, servers or networks connected to the Software or disobey any requirements, procedures, policies or regulations of networks connected to the Software; or (g) disclose the contents of the Software unless authorized to do so by Cairn in writing and You agree to use your best efforts to prevent and protect such contents from unauthorized disclosure or use. You may not use Cairn’s name, the name of any of Cairn's offerings, logos or other trademarks without the prior written approval of Cairn. You shall undertake all measures necessary to ensure that your uses of the Software, or uses of the Software on your behalf, comply in all respects with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over You, your business or the Software. Cairn makes no representations, warranties or guarantees regarding accuracy or completeness of any information available through the Software.
3. Ownership. Subject to the rights granted in Section 1, Cairn or its suppliers or licensors retain all right, title and interest in and to the Software, and Cairn IP, and all associated intellectual property rights including without limitation any related patents, patent applications, database rights, copyrights, trademarks or trade secrets, and know-how, and You acknowledge that You neither own nor acquire any rights in any of the foregoing not expressly granted by this Agreement. You further acknowledge that Cairn retains the right to use the Software and Cairn IP for any purpose in Cairn’s sole discretion. Cairn reserves all rights not expressly granted in Section 1 of this Agreement.
4. Your Data; Other Data. You agree that You are solely responsible for the accuracy of any and all information input by You or provided to or through the Software or to Cairn for use in conjunction with the Software or for Cairn to provide any other services to You (the “User Data”). User Data shall not include anything initially provided to You by Cairn. You agree that You shall not provide to Cairn, anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, violates the privacy rights of any third party, or contains anything that is obscene, defamatory, harassing, offensive or malicious. As between You and us, You retain any intellectual property rights in User Data and grant Cairn a perpetual, non-exclusive, royalty-free, fully paid, worldwide license, under any and all such intellectual property rights to the extent necessary for Cairn to provide access to the Software, Reports or other services You may request, including without limitation, the rights to publicly perform, publicly display, transmit, aggregate, distribute, sell, resell and create derivative works. You also authorize us to sublicense those rights to our contractors and/or business partners who help us provide the Software, Reports or other services You may request. Cairn owns all rights in and to aggregated User Data and may use it as determined in its discretion. You have not rights to see the aggregated User Data. Aggregate User Data is not intended to identify individual persons.
5. Password and Security. A user ID and password are required to access the Software. You have the option to change your password. You are solely responsible for maintaining the confidentiality of any user ID and password You use to access the Software and are fully responsible for all activities that occur under your password or account, including by your drivers and any other persons to whom You grant access. You agree (i) to notify us immediately of any unauthorized use of your password or account or any other breach of security and (ii) to ensure that You exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to comply with this provision.
6. Third-Party Offerings. You may be able to access websites, content or services provided by third-parties through external links that are made available through the Software. We refer to all such other websites, content, services and products as “Third-Party Offerings.” Unless we otherwise inform You on the Software, your use of any such Third-Party Offerings is not required in order to access and/or use the Reports. If You elect to use such Third-Party Offerings, and/or if You elect to ‘click’ on a link or button, or otherwise reach out to a third party regarding a Third-Party Offering made known to You through the Software, You understand that (1) You will be leaving our Software and (2) your use of any such Third-Party Offering will be subject to any terms and conditions required by the applicable third-party provider(s). Cairn is not responsible for and has no control over Third-Party Offerings. The fact that we may link to or otherwise refer to a Third-Party Offering, is not an endorsement or representation of our affiliation with that third party.
7. Payments. All use of and access to the Software is conditioned on making appropriate monthly subscription payments and other payments for use of the Software and any associated services, as more particularly described on www.scalehouse.software. Cairn may increase its pricing for access to the Software and related services from time to time. As a pre-condition to access the Software and set up an account through www.scalehouse.software, You are required to submit valid, unexpired payment card information to Cairn and hereby expressly authorize Cairn to charge all applicable charges, including recurring monthly charges, to the payment card associated with your account. By submitting payment card information to Cairn, You represent and warrant that You are the authorized account holder and will satisfy all charges on the payment card in accordance with your agreement with the payment card issuer. You may be required to update or confirm the payment card information associated with your account from time to time. In the event that the payment card associated with your account expires or is declined, Cairn may immediately suspend your access to the Software and other services with or without prior notice to You until the payment card information and account are brought current. Cairn may terminate your access to the Software, without any requirement to preserve or return any data in your account, if You do not bring your account or payment card current within 10 days of notice of a declined charge. If your account is terminated, and You would like to have it reinstated, a $100 reinstatement charge will apply. Cairn may but is not required to reinstate any terminated accounts.
8. Term and Termination. Cairn may suspend your access to the Software at any time, for any reason. The license granted in Section 1 will terminate automatically in the event that (i) You are no longer a customer of Cairn, as determined by Cairn; or (ii) if You fail to comply with the terms and conditions of this Agreement, as determined by Cairn. You agree that, upon such termination, You will stop all access to and use of the Software. You may also close your account and discontinue using the Software at any time upon 7 days prior notice to Cairn; at the end of such 7 day notice period, You will need to stop all access to and use of the Software. Sections 2, 3, 4, 5, 7, 8, 10, 11, 12, 13, 13, and 17 of this Agreement shall survive the termination of this Agreement for any reason.
9. Privacy. Your use of the Software is subject to Cairn’s Privacy Policy, which is incorporated into this Agreement by reference. By using the Software, You indicate that You understand and agree to the practices described in the Privacy Policy.10. Disclaimer of Warranties. THE SOFTWARE AND ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE FOREGOING (INCLUDING REPORTS) ARE PROVIDED 'AS IS.' TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, CAIRN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. NO WARRANTY IS MADE BY CAIRN ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
CAIRN DOES NOT WARRANT THAT YOUR USE OF THE SOFTWARE OR OTHER INFORMATION, CONTENT AND MATERIALS PROVIDED THROUGH, OR IN CONNECTION WITH, THE SOFTWARE WILL BE UNINTERRUPTED, ERROR FREE OR VIRUS FREE. CAIRN MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CORRECTNESS, OR TIMELINESS OF THE CONTENT, SOFTWARE, TEXT, GRAPHICS, VIDEO, LINKS, OR COMMUNICATIONS PROVIDED ON, THROUGH, OR IN CONNECTION WITH THE USE OF THE SOFTWARE. THE SUBMISSION OF ANY USER DATA OR PERSONAL CONTENT AND THE DOWNLOAD OR UPLOAD OF ANY MATERIAL THROUGH THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL. CAIRN RESERVES THE RIGHT TO MODIFY, DELETE OR UPDATE THE SOFTWARE, REPORTS AND ANY OTHER INFORMATION, CONTENT AND MATERIAL IT MAKES AVAILABLE ON OR IN CONNECTION WITH THE SOFTWARE AT ITS SOLE DISCRETION.
CAIRN DOES NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED USING THE SOFTWARE; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE SOFTWARE. CAIRN DOES NOT WARRANT THAT THE SOFTWARE OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS. THIS DISCLAIMER OF WARRANTIES CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
11. LIMITATION OF REMEDIES. IN NO EVENT SHALL CAIRN BE LIABLE FOR ANY CLAIMS OR LOSSES WHATSOEVER OF ANY KIND, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE, AND WHETHER ARISING FROM AN ACTION IN CONTRACT, TORT, OR OTHERWISE, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT OR YOUR OR YOUR DRIVERS’ OR OTHER USERS’ USE OF THE SOFTWARE. YOU AGREE AND ACKNOWLEDGE THAT USE OF THE SOFTWARE IS AT YOUR OWN RISK. IN NO EVENT WILL CAIRN OR ITS LICENSORS BE LIABLE FOR ANY DAMAGES OR ANY OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE, INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, DATA BREACH, DATA LOST, SECURITY ISSUES, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY TYPE OF DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE SOFTWARE, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF CAIRN WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE.
CAIRN IS IN NO WAY RESPONSIBLE FOR, AND DISCLAIMS ALL RESPONSIBILITY FOR, ANY DISPUTES OR CLAIMS AS BETWEEN YOU AND YOUR CUSTOMERS, OR YOU AND YOUR DRIVERS, YOUR EMPLOYEES, AND YOUR CONTRACTORS OR OTHER PERSONNEL. CAIRN IS IN NO WAY RESPONSIBLE FOR, AND DISCLAIMS ALL LIABILITY FOR, THE SUCCESS OR PROFITS OF YOUR BUSINESS, ANY ACCIDENTS CAUSED BY DRIVERS USING THE SOFTWARE WHILE DRIVING, AND ANY OTHER MATTERS BEYOND THE CONTROL OF CAIRN.
IN NO EVENT WILL THE AGGREGATE LIABILITY OF CAIRN TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED $50 USD. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND CAIRN RELATING TO THE PROVISION OF THE SOFTWARE, TO YOU, AND CAIRN WOULD NOT PROVIDE THE SOFTWARE TO YOU WITHOUT THIS LIMITATION.
YOUR SOLE REMEDY FOR ANY CLAIMS IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SOFTWARE AND THE RELATED REPORTS, CONTENT AND SERVICES. THE FOREGOING LIMITATION SHALL APPLY AND SURVIVE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
12. Indemnification. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT CAIRN’S OPTION, DEFEND CAIRN (INCLUDING ITS AFFILIATES, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY INFORMATION PROVIDERS) FROM AND AGAINST ALL DAMAGES LIABILITIES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR YOUR USE OR RELIANCE ON THE SOFTWARE OR ANY INFORMATION MADE AVAILABLE ON, THROUGH, FROM OR IN CONNECTION WITH THE SOFTWARE.
13. Applicable Law and Disputes. This Agreement shall be governed in accordance with the laws of the State of Delaware. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Delaware including the federal courts therein and You consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to You.
14. Export Controls. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software is downloaded. You also agree that You will not use the Software for any purposes prohibited by United States law.
15. Transfer; Assignment. You may not transfer, assign or delegate this Agreement or any of the related rights or obligations for any reason without Cairn’s prior written consent, in each instance. Any attempt to make any such transfer, assignment, or delegation shall be void.
16. Feedback. Your feedback on the Software is welcomed, but You agree that (1) by submitting unsolicited ideas to us, You automatically forfeit your right to any intellectual property rights in those ideas; and (2) unsolicited ideas submitted to us or any of our employees or representatives automatically become the property of Cairn.
17. Miscellaneous. You agree that You and Cairn are independent contractors and not employees, partners, joint venturers or agents of one another. You acknowledge that Cairn will have the right to seek an injunction if necessary to prevent a breach of your obligations hereunder. In the event that Cairn prevails in any proceeding or lawsuit brought by either Party in connection with this Agreement, Cairn will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal. Except as expressly provided in this Agreement, waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement and the Site Terms (including the Privacy Policy and Terms of Use) constitute the entire agreement, understanding and representations, expressed or implied, of You and Cairn with respect to the subject matter described herein, and supersede all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matter.