Washington Progress Group LLC/DownScan Terms of Use

Welcome and thank you for your interest in Washington Progress Group (operated by Washington Progress Group, Inc. and DownScan. By clicking a registration or new account submission button, or by otherwise using Washington Progress Group LLC's websites, networks, mobile applications, or other services provided by Washington Progress Group LLC (collectively, the “Services”) including DownScan, or accessing any content provided by Washington Progress Group LLC through the Services, you agree to be bound by the following terms of use, as updated from time to time ("Terms of Use").

1. Washington Progress Group LLC’s Role. WASHINGTON PROGRESS GROUP LLC DOES NOT, AND THE SERVICES ARE NOT INTENDED TO, PROVIDE SAFETY, LEGAL OR INSURANCEF ADVICE. DOWNSCAN AND WASHINGTON PROGRESS GROUP ARE NOT ATTORNEYS OR INSURANCE BROKERS. FOR ADDITIONAL INFORMATION, PLEASE SEE SECTION 8. Washington Progress Group LLC's DownScan business is primarily funded through user fees and advertising. You understand and agree that the Services may include advertisements, and that these are necessary to support the Services. To help make the advertisements relevant and useful to you, Washington Progress Group LLC may serve advertisements based on the information we collect through the Services. Washington Progress Group LLC assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that consumers take based on the Services or any other information available through or in connection with the Services.

2. Washington Progress Group LLC's Brands. Washington Progress Group LLC operates the following brands; any use of any of the Services provided by the following brands is subject to these Terms of Use: Route Specific Liability Probe (DownScan).

3. Eligibility; Accounts and Registration. You must be at least 18 years of age to use the Service. By agreeing to these Terms of Use, you represent and warrant that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services is in compliance with all applicable laws and regulations. To access some features of the Services, you may be required to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as email address or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. When you register, you may be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you are responsible for all actions taken via your account. You may not share your user account(s) with others. Unless you have entered into a commercial agreement with Washington Progress Group LLC permitting you to use the Services for transactions on behalf of another person, you may only use the Services for transactions on your own behalf, and not on behalf of any other person.

4. Use of the Services; Restrictions.

A. Use of the Services. As long as you comply with these Terms of Use, Washington Progress Group LLC grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the Services, and to download and use any DownScan App on your mobile device in object code form, for your personal use. Except as expressly stated herein, these Terms of Use do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party web sites or otherwise. The Services may include software for use in connection with the Services.

B. Mobile Applications. To use any mobile application feature of the Services (each, an “App”), you must have a compatible mobile device. Washington Progress Group LLC does not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for using an App. You agree that you are solely responsible for any applicable charges. Washington Progress Group LLC may update any app and may automatically electronically update the version of any App that you have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms of Use will apply to all updated versions of an App. Any third-party open source software included in an App is subject to the applicable open source license and may be available directly from the creator under an open source license. These Terms of Use do not apply to your use of software obtained from a third-party source under an open source license.

C. Use of Content. Subject to the restrictions set forth in these Terms of Use, you may copy information from the Services only as necessary for your personal use to view, save, print, fax and/or e-mail such information.

5. Prohibited Use. BY USING THE SERVICES, YOU AGREE NOT TO:

• reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Services, except as explicitly permitted under these Terms of Use; • provide/post/authorize a link to any of the Services (including but not limited to an agent profile page) from a third-party website; • remove or modify any copyright or other intellectual property notices that appear in the Services; • use the Services in any way that is unlawful, or harms Washington Progress Group LLC, its service providers, suppliers, or any other user; • distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services; • impersonate another person or misrepresent your affiliation with another person or entity; • upload invalid data, viruses, worms, or other software agents to the Services; • interfere with, or compromise the system integrity or security of the Services, or otherwise bypass any measures Washington Progress Group LLC may use to prevent or restrict access to the Services; • conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing “captcha” or similar precautions, and any other automated activity with the purpose of obtaining information from the Services) on the Services; • use any of Washington Progress Group LLC's trademarks as part of your screen name or email address on the Services; or • attempt to, or permit or encourage any third party to, do any of the above.

6. Fees.

A. Generally. You may be required to pay fees to access certain features of the Services. All fees are in U.S. dollars and are non-refundable. If Washington Progress Group LLC changes the fees for all or part of the Services, including by adding fees or charges, Washington Progress Group LLC will provide you advance notice of those changes. If you do not accept the changes, Washington Progress Group LLC may discontinue providing the applicable part of the Services to you. Washington Progress Group LLC’s authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize Washington Progress Group LLC to charge all fees as described in these Terms of Use for the Services you select to that payment method. If you pay any fees with a credit card, Washington Progress Group LLC may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

B. Subscriptions. The Services may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”). If you decide to activate a Subscription Service, you authorize Washington Progress Group LLC to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The subscription will continue unless and until you cancel your subscription, or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). Washington Progress Group LLC may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service by contacting us at: info@downscan.com., or through your settings page for the paid feature.

7. 3rd Party/Linked Services/Sent information. The Services include links to third-party products, services and Web sites, as well as materials provided by third parties, and may include functionality that allows for the distribution of your User Materials or your personal information (collectively, your “User Information”) to third parties not under Washington Progress Group LLC’s control (each, a “Third-Party Provider”). Third-Party Providers are solely responsible for their services. You are responsible for your use and submission of User Information to any third-party, and your dealings or business conducted with any third party arising in connection with the Services are solely between you and such third party. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. Washington Progress Group LLC does not endorse, and takes no responsibility for such products, services, Web sites, and materials, or a Third-Party Provider’s use of your User Information. By using a tool that allows for User Information to be transferred, you agree that Washington Progress Group LLC may transfer the applicable User Information or other information to the applicable third-parties, which are not under the control of Washington Progress Group LLC. If you submit a contact form or otherwise indicate your interest in contacting a Third-Party Provider, you may receive telemarketing calls from the Third-Party Provider using the contact information you provided. Third-Party Providers may keep your contact information and any other information received by the Third-Party Provider in processing a contact or other request form. Washington Progress Group LLC is not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.

8. Intellectual Property. The Services are owned and operated by Washington Progress Group LLC. The user interfaces, design, information, data, code, products, software, graphics, and all other elements of the Services (“Washington Progress Group LLC Materials”) provided by Washington Progress Group LLC are protected by intellectual property and other laws and are the property of Washington Progress Group LLC or Washington Progress Group LLC’s third-party licensors. Except as expressly allowed by these Terms of Use, you may not make use of the Washington Progress Group LLC Materials, and Washington Progress Group LLC reserves all rights to the Washington Progress Group LLC Materials and Services not granted expressly in these Terms of Use.

9. DMCA; Claims of Copyright Infringement. Washington Progress Group LLC respects the intellectual property rights of others, and asks that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify Washington Progress Group LLC's copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information:

a. Identification of the copyrighted work that you claim has been infringed;

b. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it;

c. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and

d. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf in this situation. Notices of copyright infringement claims should be sent as follows: By mail: Washington Progress Group, Inc. 5649 John Barton Payne Road, Marshall, VA, 20115 By e-mail: info@downstream.com If you give notice of copyright infringement by e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail, or as an attachment to your e-mail before we are required to take any action.

10. Termination/Changes to Agreement. Except as stated in separate product-specific agreements, you may terminate your account at any time by contacting info@downscan.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Services. If you violate any provision of these Terms of Use, your permission from Washington Progress Group LLC to use the Services will terminate automatically. In addition, Washington Progress Group LLC may in its sole discretion terminate your account on the Services or suspend or terminate your access to the Services at any time for any reason, with or without notice. Washington Progress Group LLC may alter, suspend or discontinue the Services or any portion of the Services without notice. Washington Progress Group LLC will not be liable whatsoever for any change to the Services or any suspension or termination of your access to or use of the Services. Washington Progress Group LLC reserves the right to change these Terms of Use at any time in its sole discretion on a going-forward basis. We will make commercially reasonable efforts to notify you of any material changes to these Terms of Use. Your continued use of the Services after updates are effective will represent your agreement to the revised version of these Terms of Use. Your continued use of the Services after the effectiveness of such changes will constitute acceptance of and agreement to any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. You are responsible for regularly reviewing these Terms of Use.

11. Privacy Policy/Other Terms.

A. Privacy Policy. Washington Progress Group LLC will not disclose to any third-party any personally or company-identifying data submitted in connection with use of DownScan. WPG reserves the right however to collect, use, and disclose de-identified individual or aggregated data generated through use and operation of DownScan for any and all purposes it in its sole discretion, including but not limited to statistical, business, advertising, or governmental purposes.

B. Other Terms. Your use of the Services is subject to all additional guidelines, rules, and agreements applicable to the Services or certain features of the Services that we may post on, or link to, from the Services, such as rules applicable to a particular product or content available through the Services. All such terms are incorporated into, and made a part of, these Terms of Use.

12. Indemnification. You agree to indemnify, defend, and hold harmless Washington Progress Group LLC, its affiliates, and their respective directors, officers, employees, and agents from any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Services; (b) your breach of these Terms of Use; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party; (e) any User Materials you upload to, or otherwise make available through, the Services; (f) your willful misconduct; and (g) any other party’s access to and/or use of the Services using your account and password. Washington Progress Group LLC reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with Washington Progress Group LLC’s defense of that claim.

13. No Warranties. WASHINGTON PROGRESS GROUP LLC PROVIDES DOWNSCAN SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WASHINGTON PROGRESS GROUP LLC AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. WASHINGTON PROGRESS GROUP LLC AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION: (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES OR ANY MATERIALS AVAILABLE THROUGH THE SERVICES WILL CREATE ANY WARRANTY REGARDING ANY WASHINGTON PROGRESS GROUP LLC ENTITY OR THE SERVICES THAT IS NOT EXPRESSIVELY STATED IN THESE TERMS OF USE. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER USER, AND ANY MATERIALS, INCLUDING ALL USER AND WASHINGTON PROGRESS GROUP LLC MATERIALS, AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINMENT OF MATERIALS THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, ARE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THOSE MATERIALS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OR WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

14. Limitation of Liability/Exclusive Remedy. IN NO EVENT WILL WASHINGTON PROGRESS GROUP LLC OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OR ACCESS, OR INABILITY TO USE OR ACCESS, THE SERVICES OR ANY MATERIALS ON THE SERVICES, WHETHER BASED ON (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, EVEN IF WASHINGTON PROGRESS GROUP LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WASHINGTON PROGRESS GROUP LLC ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (E) ERRORS, MISTAKES, OR INACCURACIES OF MATERIALS; (F) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (G) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (H) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (I) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (J) ANY ERRORS OR OMISSIONS IN ANY MATERIALS OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY MATERIALS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (K) USER MATERIALS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. THE AGGREGATE LIABILITY OF WASHINGTON PROGRESS GROUP LLC AND ANY OF ITS AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICES OR OTHERWISE UNDER THESE TERMS OF USE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (L) THE AMOUNT YOU HAVE PAID TO WASHINGTON PROGRESS GROUP LLC FOR THE SERVICES IN THE 12 MONTHS PRIOR TO THE EVENTS OR CIRCUMSTANCES GIVING RISE TO THE CLAIMS; AND (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS OF USE THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE AGREEMENT OF THE PARTIES. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS ITS ESSENTIAL PURPOSE.

15. Choice of Law; Disputes. These Terms of Use are governed by the laws of the Commonwealth of Virginia, without giving effect to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction and venue in the state and federal courts sitting in Virginia for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. Washington Progress Group LLC operates the Services from its offices in Virginia, and we make no representation that the Services are appropriate or available for use in other locations.

16. General. You agree not to export from anywhere any part of the Services provided to you, or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. All Services used by the U.S. Government are provided with the commercial license rights described herein. These Terms of Use may only be amended by a written agreement signed by authorized representatives of the parties to these Terms of Use. If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. Washington Progress Group LLC may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Services. Washington Progress Group LLC's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use, and all expressly incorporated terms and agreements, constitute the entire agreement between you and Washington Progress Group LLC with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and Washington Progress Group LLC with respect to the Services.

17. Consent to Communications. By using the Services, you consent to receiving certain electronic communications from Washington Progress Group LLC. You agree that any notices, agreements, disclosures, or other communications that Washington Progress Group LLC sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing. The Services may provide web forms, links, or contact information, including phone numbers, that can connect you with Washington Progress Group LLC or third parties. Communications through these methods may be routed through a third-party service ("Communications Service"). Calls may be recorded or monitored for quality assurance and customer service purposes. You will be notified at the beginning of a call if it may be recorded or monitored. You consent to such recording and monitoring by Washington Progress Group LLC or the Communications Service. As part of this process, Washington Progress Group LLC and the Communications Service will receive in real time, and store, data about your call or text message, including the date and time of the call or text message, your phone number, and the content of the text message. You consent to these practices by Washington Progress Group LLC and the Communications Service. The information is subject to the Privacy Policy.

18. Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.

19. Contact Information and License Disclosures. DownScan services are offered by Washington Progress Group LLC, located at 5649 John Barton Payne Road, Marshall, Virginia 20115. You may contact Washington Progress Group LLC by sending correspondence to that address or emailing to info@downscan.com.

20. Notice to Apple Users. If you are using our mobile applications on an iOS device, the terms of this Section 20 apply. You acknowledge that these Terms of Use are between you and Washington Progress Group LLC only, not with Apple, and Apple is not responsible for the Services or related Materials. Apple has no obligation to furnish any maintenance or support services with respect to the Services. If the Services fail to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Services. Apple is not responsible for addressing any claim by you or any third party relating to the Services or your possession or use of the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement or discharge of any third-party claim that the Services or your possession and use of the mobile application infringe that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Services. Apple and Apple’s subsidiaries are third party beneficiaries of Section 20 of these Terms of Use, and upon your acceptance of these Terms or Use, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 20 of these Terms of Use against you. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.