LOSS SCAN
TERMS OF SERVICE AGREEMENT
Last Updated: May 28, 2026
Deep Vector Inc. dba Loss Scan | 3433 NW Conrad Dr., Bend, Oregon 97703 | info@lossscan.com
PLEASE READ THIS TERMS OF SERVICE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. THIS AGREEMENT CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN DEEP VECTOR INC. DBA LOSS SCAN ("LOSS SCAN," "COMPANY," "WE," "OUR," OR "US") AND THE INDIVIDUAL OR ENTITY IDENTIFIED IN THE APPLICABLE ORDER FORM OR ACCESSING THE SERVICES ("CUSTOMER," "YOU," OR "YOUR").
BY CLICKING "I AGREE," EXECUTING AN ORDER FORM REFERENCING THIS AGREEMENT, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU HAVE AUTHORITY TO BIND YOURSELF OR YOUR ORGANIZATION; AND (C) AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.
As used in this Agreement, the following capitalized terms shall have the meanings set forth below. Additional defined terms may appear in context throughout this Agreement.
"Affiliate" means, with respect to any entity, any other entity that directly or indirectly Controls, is Controlled by, or is under common Control with such entity, where "Control" means ownership of more than fifty percent (50%) of the voting securities or equivalent controlling interest.
"Authorized User" means any employee, contractor, or other individual authorized by Customer to access and use the Services on Customer's behalf, subject to the usage limits set forth in the applicable Order Form.
"Confidential Information" means any non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether disclosed orally, in writing, or by any other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, trade secrets, business plans, financial data, technical information, customer lists, and the terms and conditions of this Agreement.
"Customer Data" means all data, documents, files, images, records, reports, information, and other content submitted to, uploaded to, or processed through the Services by or on behalf of Customer or any Authorized User.
"Documentation" means any user guides, technical specifications, onboarding materials, API documentation, or other written or electronic materials provided by Loss Scan describing the functionality or operation of the Services, as updated from time to time.
"Effective Date" means the earlier of: (a) the date Customer first accesses or uses the Services; or (b) the date of execution of an Order Form referencing this Agreement.
"Intellectual Property Rights" means all patent rights, copyright rights, trademark rights, trade secret rights, moral rights, and all other intellectual property rights recognized under applicable law worldwide, whether registered or unregistered.
"Loss Scan Technology" means the Services, platform, software, APIs, AI models, machine learning systems, data processing pipelines, algorithms, analytics engines, Documentation, and all other technology and intellectual property owned or licensed by Loss Scan, including all modifications, updates, and derivative works thereof.
"Order Form" means any ordering document, subscription agreement, online checkout flow, invoice, proposal, pricing schedule, statement of work, or similar document executed by or on behalf of Customer that references this Agreement and identifies the applicable Services, fees, and Subscription Term.
"Services" means the Loss Scan software-as-a-service platform, applications, APIs, analytics tools, AI-assisted document processing and data extraction systems, reporting tools, and all related services provided by Loss Scan, as further described in the applicable Order Form and Documentation.
"Subscription Term" means the period during which Customer is authorized to access and use the Services, as identified in the applicable Order Form.
"Usage Data" means aggregated, anonymized, and de-identified data derived from Customer's use of the Services that does not identify Customer, any Authorized User, or any individual, including performance metrics, feature usage statistics, and platform analytics.
Subject to Customer's full compliance with this Agreement, including timely payment of all applicable fees, Loss Scan hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right and license during the applicable Subscription Term to: (a) access and use the Services solely for Customer's internal business purposes; (b) allow Authorized Users to access the Services on Customer's behalf; and (c) use the Documentation in connection with Customer's authorized use of the Services. All rights not expressly granted herein are reserved by Loss Scan.
Customer may permit Authorized Users to access the Services, provided that: (a) the total number of Authorized Users does not exceed any limits specified in the applicable Order Form; (b) each Authorized User agrees to comply with terms at least as protective as this Agreement; (c) Customer remains responsible for all acts and omissions of Authorized Users; and (d) Customer shall promptly notify Loss Scan of any unauthorized access or use of which it becomes aware.
Customer shall not, and shall ensure that its Authorized Users do not, directly or indirectly:
Customer agrees to use the Services in accordance with any acceptable use policy published by Loss Scan and made available to Customer, as updated from time to time upon reasonable notice. Loss Scan reserves the right to investigate suspected violations of this Agreement or applicable law and to take any action Loss Scan deems appropriate, including temporary or permanent suspension of access.
Loss Scan reserves the right to modify, enhance, update, or discontinue any features or functionality of the Services from time to time in its sole discretion, including for purposes of compliance with applicable law, security, operational efficiency, or business reasons. Loss Scan will use commercially reasonable efforts to: (a) provide reasonable advance notice of material reductions in core functionality during an active Subscription Term; and (b) maintain target uptime levels as specified in any service level agreement attached to an applicable Order Form. Customer acknowledges that the Services may be temporarily unavailable due to scheduled maintenance, upgrades, or circumstances beyond Loss Scan's reasonable control.
As between the parties, Customer retains all ownership rights in and to Customer Data. Customer hereby grants to Loss Scan a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, store, reproduce, display, and analyze Customer Data solely as necessary to: (a) provide, operate, maintain, support, and secure the Services; (b) comply with legal obligations; and (c) as otherwise expressly set forth in this Agreement. Loss Scan acquires no right, title, or interest in Customer Data except the license expressly granted in this Section.
Customer represents, warrants, and covenants that: (a) Customer has all rights, licenses, consents, and permissions necessary to provide Customer Data to Loss Scan and to grant the licenses herein; (b) Customer Data does not and will not violate, misappropriate, or infringe upon any third-party rights, including Intellectual Property Rights or privacy rights; (c) Customer Data does not and will not violate applicable law, including without limitation applicable data privacy and security laws; and (d) Customer has provided all required notices and obtained all required consents from individuals whose information is included in Customer Data.
Customer is and shall remain solely responsible for: (a) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (b) reviewing, validating, and verifying all outputs, reports, summaries, analyses, or recommendations generated through the Services before relying upon or acting on such outputs; and (c) all business decisions, determinations, and actions made using or based upon the Services or any outputs thereof.
Customer acknowledges, agrees, and understands that:
Loss Scan shall process Customer Data solely: (a) to provide the Services as described herein; (b) to maintain, support, troubleshoot, secure, and improve the Services; (c) to comply with applicable law or legal process; and (d) as otherwise expressly authorized in writing by Customer. Loss Scan shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, consistent with industry standards applicable to software-as-a-service providers.
Loss Scan shall not: (a) sell Customer Data to any third party; (b) disclose Customer Data to any third party except as necessary to provide the Services using third-party subprocessors engaged under confidentiality obligations, or as required by applicable law; (c) use Customer Data to train, fine-tune, or otherwise improve any AI model, whether publicly available, commercially distributed, or otherwise, except within Loss Scan's privately operated infrastructure solely to improve the Services provided to Customer; or (d) use Customer Data for any purpose outside the scope of providing the Services, except as otherwise expressly permitted herein.
This Agreement, together with any Order Form and applicable data processing addendum, constitutes the complete agreement between the parties with respect to the processing of Customer Data and supersedes any separate data processing or data sharing agreement between the parties unless Customer and Loss Scan have executed a separate written data processing agreement expressly stated to supplement this Agreement.
Notwithstanding anything to the contrary herein, Loss Scan may collect, generate, and use Usage Data for the purposes of: (a) platform analytics, optimization, and improvement; (b) internal reporting and business intelligence; and (c) other lawful internal business purposes. Usage Data shall not identify or be reasonably capable of identifying Customer, any Authorized User, or any individual data subject. Loss Scan retains all right, title, and interest in and to Usage Data.Participation in any benchmarking program, industry research initiative, or anonymized data-sharing pool is strictly voluntary and requires Customer's separate, affirmative opt-in consent. If Customer elects to participate, Customer may choose one or more of the following options, as made available by Loss Scan from time to time: (i) contributing Customer's own de-identified Usage Data to Loss Scan's internal benchmarking dataset for the purpose of generating aggregated industry insights accessible to Customer; or (ii) participating in a mutual data-sharing arrangement under which Customer's de-identified Usage Data is included in an aggregated pool shared with other participating customers who have independently elected the same option, and Customer in turn receives access to aggregated insights derived from the pool. All benchmarking participation is governed by a separate written data participation addendum executed by the parties, which shall specify the scope of data contributed, the format and frequency of insights provided, and the conditions for withdrawal. Customer may withdraw from any benchmarking program at any time upon thirty (30) days' written notice, after which Loss Scan shall cease including new Customer Data in the applicable program, provided that previously aggregated and anonymized data already incorporated into published benchmarks prior to the withdrawal date may be retained in such benchmarks.
Loss Scan shall maintain a comprehensive information security program that includes commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data, consistent with industry-standard practices for software-as-a-service providers. Such safeguards shall include, without limitation, appropriate access controls, encryption of data in transit and at rest, vulnerability management, and incident response procedures. Loss Scan endeavors to maintain SOC 2 Type I or II certification (or a substantially equivalent successor standard) for its platform and will provide Customer with a copy of its then-current SOC 2 report or executive summary upon written request and execution of an applicable non-disclosure agreement. Customer acknowledges that certification status is subject to audit cycles and renewal periods, and a temporary lapse during a scheduled re-audit shall not constitute a breach of this Agreement provided Loss Scan is actively pursuing recertification.
4.1 AI Infrastructure and Data Isolation. The artificial intelligence technologies used within the Services are privately operated and controlled exclusively by Loss Scan. All AI models, inference systems, and related processing pipelines are closed-source, privately hosted within Loss Scan’s controlled infrastructure, and are not connected to or reliant upon any publicly available consumer AI platform or external model provider. Customer Data is processed solely within this private environment and is not transmitted to, processed by, or used to train any publicly available or third-party AI system. Loss Scan does not submit Customer Data to any consumer-facing AI service for any purpose, including model training, fine-tuning, or inference.
Customer acknowledges that: (a) no internet-based system, cloud platform, or electronic transmission method can be guaranteed to be completely secure or free from unauthorized access; and (b) Loss Scan's security obligations are limited to implementing commercially reasonable safeguards and do not constitute an absolute guarantee of security.
In the event Loss Scan becomes aware of confirmed unauthorized access to or disclosure of Customer Data constituting a breach of security under applicable law, Loss Scan shall use commercially reasonable efforts to notify Customer within the timeframe required by applicable law and shall cooperate with Customer in investigating and remediating such incident to the extent within Loss Scan's reasonable control.
Customer is solely responsible for: (a) maintaining the confidentiality and security of all login credentials and access tokens issued to Customer or its Authorized Users; (b) controlling and managing Authorized User access, including promptly revoking access for departed employees or contractors; (c) securing all Customer Data that has been exported, downloaded, or transmitted outside the Services; and (d) ensuring that its internal systems and networks used to access the Services are reasonably secure. Customer shall promptly notify Loss Scan of any known or suspected unauthorized use of Customer's account or credentials.
The Services may interface, integrate, or interoperate with third-party software applications, data providers, cloud platforms, or external services ("Third-Party Services"). Customer acknowledges and agrees that: (a) Third-Party Services are provided by independent third parties and are not part of the Services; (b) Loss Scan does not endorse, control, or assume responsibility for Third-Party Services, including their functionality, availability, accuracy, security practices, or compliance with applicable law; (c) loss Scan shall have no liability for any failure, interruption, inaccuracy, or error arising from or relating to any Third-Party Service; and (d) changes made by third-party providers to their services, APIs, or data formats may affect the functionality of integrations within the Services without Loss Scan's control.
Customer's access to and use of any Third-Party Service is governed solely by Customer's agreement with the applicable third-party provider. Customer is responsible for ensuring that its use of Third-Party Services in connection with the Services complies with all applicable third-party terms and conditions.
Customer agrees to pay all fees set forth in the applicable Order Form in accordance with the payment terms therein. Unless otherwise expressly stated in an Order Form: (a) all fees are stated and payable in U.S. dollars; (b) invoices are due and payable within thirty (15) calendar days of the invoice date; (c) all fees are non-refundable except as expressly provided in Section 7.3 or as required by applicable law; and (d) all fees are exclusive of, and Customer is responsible for, all applicable federal, state, local, and foreign taxes, levies, duties, and similar governmental charges, excluding taxes assessed on Loss Scan's net income.
Any amounts not paid when due shall accrue interest at the lesser of: (a) one and one-half percent (1.5%) per month; or (b) the maximum rate permitted by applicable law, from the due date until the date of actual payment. Loss Scan reserves the right to suspend Customer's access to the Services in the event of any overdue undisputed payment, following written notice and a cure period of ten (10) business days. Customer shall reimburse Loss Scan for all reasonable costs of collection, including reasonable attorneys' fees, in the event that Loss Scan is required to pursue collection of overdue amounts.
Unless otherwise specified in the applicable Order Form, each Subscription Term shall automatically renew for successive twelve (12)-month periods unless either party provides written notice of non-renewal to the other party at least fifteen (15) calendar days prior to the end of the then-current Subscription Term. Loss Scan will use commercially reasonable efforts to send Customer a courtesy renewal reminder approximately thirty (30) days prior to the renewal date; however, failure to send such reminder shall not affect the automatic renewal or Customer’s obligation to provide timely non-renewal notice. Customer is responsible for tracking its Subscription Term renewal dates.
Loss Scan reserves the right to adjust fees for any renewal Subscription Term by providing written notice to Customer no fewer than thirty (30) calendar days prior to the applicable renewal date. Absent a separately negotiated Order Form specifying fixed pricing, fees for any renewal Subscription Term may increase by up to ten percent (10%) above the fees in effect during the immediately preceding Subscription Term without further justification. Fee increases in excess of ten percent (10%) require at least forty-five (45) days prior written notice. Customer's continued access to or use of the Services on or after the renewal date constitutes Customer's unconditional acceptance of the adjusted fees. If Customer does not wish to accept a fee adjustment, Customer must deliver a written non-renewal notice in accordance with this Section prior to the renewal date.
If Customer's use of the Services exceeds the usage limits specified in the applicable Order Form (including, without limitation, document volumes, API call thresholds, or seat counts), Loss Scan may invoice Customer for such overage usage at the then-current overage rates. Usage metrics as recorded by Loss Scan's platform shall be presumed accurate absent manifest mathematical error and shall govern in the event of any dispute regarding usage volumes, unless Customer provides Loss Scan with verifiable documentary evidence of a discrepancy within thirty (30) days of receiving the relevant invoice.
Loss Scan may, upon reasonable written notice where practicable, temporarily suspend Customer's access to the Services, without liability to Customer, if: (a) any undisputed payment is overdue by more than ten (10) business days following notice of non-payment; (b) Customer materially breaches this Agreement and such breach is not cured within the applicable cure period; or (c) suspension is reasonably necessary to protect the security, integrity, or availability of the Services or Loss Scan's other customers. Suspension does not relieve Customer of its payment obligations. Loss Scan shall promptly restore access upon Customer's cure of the applicable default.
This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or have been terminated in accordance with this Section 7, unless earlier terminated pursuant to the provisions hereof.
Either party may terminate this Agreement or any Order Form upon written notice to the other party if: (a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) calendar days following receipt of written notice specifying the breach in reasonable detail; provided that such cure period shall be reduced to ten (10) business days in the event of a breach of Customer's payment obligations; (b) the other party makes a general assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, is adjudicated as bankrupt or insolvent, has a receiver appointed for it or any of its assets, or takes the benefit of any insolvency law; or (c) the other party ceases to conduct business in the ordinary course.
Upon expiration or termination of this Agreement for any reason: (a) all rights and licenses granted to Customer hereunder shall immediately terminate; (b) Customer shall immediately cease all use of the Services and Documentation and destroy or return all Confidential Information of Loss Scan in Customer's possession or control; (c) Loss Scan may delete Customer Data after a commercially reasonable retention period, which shall be no less than thirty (30) days following termination unless shorter retention is required by applicable law or Customer requests earlier deletion; (d) all accrued and unpaid fees shall become immediately due and payable; and (e) the following Sections shall survive: 1, 3.1, 3.5, 8, 9, 10, 11, 12, 13, and 14.
Upon Customer's written request submitted within thirty (30) days following termination or expiration, Loss Scan shall provide Customer with a copy of Customer Data in a standard format determined by Loss Scan, subject to payment of any applicable data export fees specified in the Order Form. Loss Scan shall have no obligation to retain or provide Customer Data after such thirty (30)-day period.
Loss Scan and its licensors exclusively own and retain all right, title, and interest in and to the Loss Scan Technology, including all Intellectual Property Rights therein. Nothing in this Agreement shall be construed to transfer to Customer any ownership right or interest in the Loss Scan Technology. The license granted in Section 2.1 does not constitute a sale or transfer of any ownership rights.
Customer retains all ownership rights in and to Customer Data, subject to the license granted to Loss Scan in Section 3.1. Customer acknowledges that Loss Scan may use feedback, suggestions, or recommendations provided by Customer or any Authorized User regarding the Services ("Feedback") without restriction and without obligation of confidentiality, attribution, or compensation. Customer hereby assigns to Loss Scan all right, title, and interest in any Feedback.
Each party shall promptly notify the other in writing upon becoming aware of any actual or threatened infringement, misappropriation, or unauthorized use of the other party's intellectual property.
Each party (as a Receiving Party) agrees, during the Subscription Term and for a period of three (3) years following the expiration or termination of this Agreement (or, with respect to trade secrets, indefinitely), to: (a) hold the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care used to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) use the Disclosing Party's Confidential Information solely for the purposes of performing its obligations or exercising its rights under this Agreement; and (c) not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent, except to those of Receiving Party's employees, contractors, advisors, or subprocessors who have a need to know such information and are bound by confidentiality obligations at least as protective as those set forth herein.
Confidential Information shall not include information that: (a) is or becomes publicly known or available through no act or omission of the Receiving Party; (b) was already rightfully known to the Receiving Party without restriction prior to disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
If the Receiving Party is required by law, regulation, court order, or governmental authority to disclose Confidential Information, it shall: (a) provide the Disclosing Party with prompt prior written notice to the extent legally permitted; (b) cooperate with the Disclosing Party in seeking a protective order or other appropriate relief; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.
Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (b) it has full legal authority to enter into and perform this Agreement; (c) this Agreement constitutes a valid and legally binding obligation enforceable against it in accordance with its terms; and (d) its performance hereunder does not violate any applicable law, regulation, judgment, or order, or any agreement to which it is a party.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10.1, THE SERVICES, LOSS SCAN TECHNOLOGY, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOSS SCAN EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR RELIABILITY OF OUTPUTS OR RESULTS.
LOSS SCAN DOES NOT WARRANT THAT: (A) THE SERVICES WILL MEET CUSTOMER'S SPECIFIC REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OR OUTPUTS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (D) ANY ERRORS OR DEFECTS IN THE SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM LOSS SCAN OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN.
11.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY OF LIABILITY, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LOSS SCAN'S AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY MATTER RELATED THERETO, REGARDLESS OF THE FORM OR NATURE OF THE ACTION AND REGARDLESS OF THE THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO LOSS SCAN DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM FIRST AROSE.
11.3 ESSENTIAL BASIS. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 11 REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. LOSS SCAN WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.4 EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS IN SECTIONS 11.1 AND 11.2 SHALL NOT APPLY TO: (A) CUSTOMER'S PAYMENT OBLIGATIONS; (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12; (C) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (D) CUSTOMER'S BREACH OF SECTION 2.3; OR (E) LOSSES ARISING FROM EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
Customer shall defend, indemnify, and hold harmless Loss Scan and its Affiliates, officers, directors, employees, agents, licensors, and successors (collectively, "Loss Scan Indemnitees") from and against any and all claims, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party right or applicable law; (b) Customer's or any Authorized User's breach of this Agreement, including any representations, warranties, or covenants; (c) Customer's or any Authorized User's misuse of the Services in violation of applicable law or this Agreement; or (d) any decision, action, or omission made by Customer based on outputs of the Services.
Loss Scan shall defend, indemnify, and hold harmless Customer and its Affiliates, officers, directors, and employees from and against any Claims brought by a third party alleging that the Services as provided by Loss Scan directly infringe any valid U.S. patent, copyright, or trade secret right of such third party. The foregoing obligation shall not apply to the extent that the alleged infringement arises from: (a) Customer's modification of the Services; (b) Customer's combination of the Services with third-party products or services not authorized by Loss Scan; (c) Customer's use of the Services other than in accordance with the Documentation or this Agreement; (d) Customer Data or any third-party materials; or (e) Loss Scan's compliance with Customer's specifications or instructions.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any Claim for which it seeks indemnification; (b) grant the indemnifying party sole control over the defense and settlement of such Claim; and (c) provide reasonable cooperation to the indemnifying party at the indemnifying party's expense. The indemnifying party may not settle any Claim that imposes any obligation, restriction, or liability on the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld. The indemnified party may participate in the defense of any Claim at its own expense using counsel of its choice.
This Agreement and all matters arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of Oregon, without giving effect to any conflict-of-law provisions that would require the application of the laws of any other jurisdiction.
The parties irrevocably consent and submit to the exclusive personal jurisdiction of the state courts of Deschutes County, Oregon, and the United States District Court for the District of Oregon (Medford Division), for the resolution of any dispute arising out of or relating to this Agreement. Each party hereby waives any objection it may now or hereafter have to: (a) the laying of venue in such courts; (b) the exercise of personal jurisdiction by such courts; or (c) the assertion that any such court is an inconvenient forum.
Notwithstanding the foregoing, either party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin actual or threatened breach of its confidentiality obligations or Intellectual Property Rights, without the requirement to post bond. The seeking of such relief shall not waive either party's right to arbitration or other dispute resolution as set forth herein.
Any claim or cause of action arising out of or relating to this Agreement must be brought within two (2) years after the date the claim or cause of action arose, or it shall be permanently barred, notwithstanding any otherwise applicable statute of limitations.
This Agreement, together with all Order Forms and any exhibits, schedules, or addenda attached hereto or incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings between the parties, whether oral or written, relating to such subject matter. In the event of a conflict between the terms of this Agreement and any Order Form, the terms of the Order Form shall control solely to the extent of the specific conflict and only with respect to the applicable Order Form.
Loss Scan may update this Agreement from time to time upon written notice to Customer. Customer's continued use of the Services following such notice period constitutes acceptance of the updated terms. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default. No failure or delay in exercising any right, power, or remedy shall operate as a waiver thereof.
Neither party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party; provided, however, that either party may assign this Agreement without consent in connection with: (a) a merger, acquisition, or consolidation where such party is not the surviving entity; or (b) a sale of all or substantially all of such party's assets or the business unit to which this Agreement relates. Any purported assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
Neither party shall be in breach of this Agreement or liable to the other party for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by circumstances beyond such party's reasonable control, including without limitation acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, internet outages, cyberattacks, or utility failures (each, a "Force Majeure Event"). The affected party shall: (a) promptly notify the other party of the Force Majeure Event; (b) use commercially reasonable efforts to resume performance as soon as practicable; and (c) seek to mitigate the effects of the Force Majeure Event. If the Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form upon written notice without liability.
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party shall have the right, power, or authority to bind or obligate the other party in any manner, and neither party shall represent itself as having such authority.
Customer shall comply with all applicable export control laws, trade sanctions, and regulations, including those administered by the U.S. Department of Commerce, the U.S. Department of Treasury's Office of Foreign Assets Control, and the U.S. Department of State. Customer represents and warrants that neither Customer nor any Authorized User is located in a country subject to U.S. embargo or identified on any U.S. government list of prohibited or restricted parties. Customer shall not use the Services in any manner that would violate applicable export control or sanctions laws.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, provided that the essential economic terms of this Agreement are not materially altered.
All legal notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery; (b) one (1) business day after deposit with a nationally recognized overnight courier; (c) three (3) business days after deposit in the U.S. mail, sent certified mail, return receipt requested, postage prepaid; or (d) upon transmission by email, if a copy is promptly sent by one of the foregoing methods. Notices to Loss Scan shall be sent to:
Deep Vector Inc. dba Loss Scan
3433 NW Conrad Dr., Bend, Oregon 97703
Attention: Legal Department
Email: info@lossscan.com
Notices to Customer shall be sent to the address or email provided in the applicable Order Form. Either party may update its notice address by providing written notice to the other party in accordance with this Section.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and legally binding to the same extent as original signatures.
This Agreement is entered into solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, shall be construed to confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement has been negotiated by the parties and shall not be construed more strictly against either party as the drafter hereof. The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation of any provision. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." References to "days" shall mean calendar days unless otherwise specified.
ACCEPTANCE OF TERMS
BY ACCESSING OR USING THE SERVICES, EXECUTING AN ORDER FORM, OR CLICKING "ACCEPT" OR "I AGREE," CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE LEGALLY BOUND BY THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.
Last Updated: May 28, 2026 | Deep Vector Inc. dba Loss Scan | All rights reserved.
