Legal

Terms of Service

This is a draft for attorney review, not a final, legally reviewed document. It describes how SCOUT intends the relationship with customers to work.

Last updated: [EFFECTIVE DATE] · Draft for attorney review

On this page
  1. 1. Account creation & eligibility
  2. 2. Authorized users
  3. 3. Subscriptions, trials & billing
  4. 4. Coupons & no automatic proration
  5. 5. Cancellation, suspension & termination
  6. 6. Customer content & data ownership
  7. 7. Limited license to provide the service
  8. 8. Third-party integrations
  9. 9. AI functionality & your responsibility for outputs
  10. 10. Autonomous actions & configured autonomy
  11. 11. Acceptable use
  12. 12. Intellectual property
  13. 13. Confidentiality
  14. 14. Security commitments
  15. 15. Security incidents
  16. 16. Warranties & disclaimers
  17. 17. Limitation of liability
  18. 18. Indemnification
  19. 19. Dispute resolution & governing law
  20. 20. Changes to these terms
  21. 21. Survival
  22. 22. Notices

1. Account creation & eligibility

To use SCOUT you or your business ("you," "Customer") must create an account and provide accurate information. You must have authority to bind the business on whose behalf you register. You must be of legal age to enter a binding contract in your jurisdiction. SCOUT may decline to create, or may suspend, an account it reasonably believes was created with false information.

2. Authorized users

Customer may invite team members ("Authorized Users") to access its account. Customer is responsible for Authorized Users' compliance with these Terms and for all activity under its account, including activity by Authorized Users and by any API credential issued under the account. Customer must promptly deactivate an Authorized User whose access should end (e.g., when they leave the business) and must keep credentials confidential.

3. Subscriptions, trials & billing

SCOUT is offered on a subscription basis as described at scoutos.com/pricing (plan, price, and billing cadence as shown at signup or as later changed by SCOUT with notice). SCOUT may offer trial or beta account states; functionality and access during a trial may be more limited and may change. Fees are billed in advance for each billing period unless otherwise agreed. Except as required by law or expressly stated here, fees already billed are non-refundable.

4. Coupons & no automatic proration

SCOUT does not provide prorated billing: a mid-cycle plan change does not generate an automatic partial charge or credit for the unused or additional portion of a billing period. The only discount available on a SCOUT subscription is a coupon explicitly applied to a specific account by an authorized SCOUT platform administrator, through SCOUT's internal administrative controls. Customers cannot apply their own discount, coupon code, or billing adjustment, and no discount is implied, automatic, or negotiable through self-service.

5. Cancellation, suspension & termination

Customer may cancel its subscription as described in the product or by contacting support; cancellation takes effect as described at cancellation and does not retroactively refund amounts already billed except as required by law. SCOUT may suspend or terminate an account for non-payment, a reasonably suspected violation of the Acceptable Use section, a security risk to SCOUT or other customers, or as required by law, with notice where practicable. A suspended account's access to the service is paused; a cancelled account's access is terminated. [ATTORNEY REVIEW: define post-termination data export window and data deletion timeline.]

6. Customer content & data ownership

As between SCOUT and Customer, Customer owns all data, content, and records it or its Authorized Users submit to or generate within SCOUT, including customer records, jobs, communications, documents, and business configuration ("Customer Content"). SCOUT does not claim ownership of Customer Content. Customer is solely responsible for the accuracy, legality, and rights to use any Customer Content it submits, including content about Customer's own customers.

7. Limited license to provide the service

Customer grants SCOUT a limited, non-exclusive license to host, process, transmit, and display Customer Content solely to provide, maintain, secure, and improve the service for Customer, and as otherwise described in the Privacy Policy. This license ends when Customer Content is deleted, subject to backup and legal-retention timing. SCOUT does not sell Customer Content.

8. Third-party integrations

SCOUT may connect to third-party services Customer chooses to enable, such as payment processors or communication providers (see Integrations). Those third parties' own terms and privacy practices govern their handling of data. SCOUT is not responsible for the acts or omissions of a third-party service Customer elects to connect.

9. AI functionality & your responsibility for outputs

SCOUT uses automated and AI-assisted functionality to draft communications, summarize information, and recommend next steps. AI-generated output may be inaccurate or incomplete. Customer is responsible for reviewing AI-generated content before relying on it or sending it to a third party, including Customer's own customers, except where Customer has specifically configured SCOUT to send certain communications without manual review as described below.

10. Autonomous actions & customer-configured autonomy

SCOUT does not take consequential action on Customer's behalf unless Customer has specifically authorized that category of action (an "automation rule" or equivalent configured permission). Customer controls which actions, if any, SCOUT may execute without a manual approval step, and may change that configuration at any time. Customer is responsible for the automation rules and permissions it configures, including the consequences of actions SCOUT takes under them.

11. Acceptable use

Customer and its Authorized Users will not use SCOUT to: engage in illegal activity; attempt to gain unauthorized access to any account, system, or data; attempt credential-stuffing, brute-force, or similar attacks; attempt to bypass, probe, or defeat tenant data isolation between SCOUT customers; introduce malware or malicious code; attack, overload, or interfere with SCOUT's platform or infrastructure; abuse a connected third-party integration in a way that violates that provider's terms; interfere with another customer's use of SCOUT; misuse SCOUT's automation or AI functionality to cause harm, send unlawful communications, or circumvent a rate or usage control; or attempt to circumvent billing, authentication, or access controls. See the full Acceptable Use Policy.

12. Intellectual property

SCOUT and its licensors retain all right, title, and interest in the SCOUT platform, software, and branding, excluding Customer Content. Customer receives only the limited right to use the service as described in these Terms. Feedback Customer provides about SCOUT may be used by SCOUT without obligation to Customer.

13. Confidentiality

Each party will protect the other's confidential information with reasonable care and use it only to perform under these Terms, except information that is public, independently developed, or required to be disclosed by law (with notice where legally permitted).

14. Security commitments

SCOUT maintains administrative, technical, and organizational measures appropriate to the data it processes, as described on the Security page. SCOUT does not guarantee that unauthorized access, loss, or disclosure of data will never occur, and no security measure is perfect.

15. Security incidents

If SCOUT confirms a security incident affecting Customer Content, SCOUT will notify Customer without undue delay and in any event within [BREACH NOTIFICATION TIMELINE], and will provide information reasonably available about the incident's nature and scope, consistent with applicable law and the Data Processing Addendum.

16. Warranties & disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, SCOUT IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SCOUT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE. SCOUT DOES NOT PROMISE THAT NO BREACH, UNAUTHORIZED ACCESS, OR DATA LOSS WILL EVER OCCUR.

17. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR REVENUE, ARISING FROM THESE TERMS OR THE SERVICE. EACH PARTY'S TOTAL LIABILITY ARISING FROM THESE TERMS WILL NOT EXCEED [LIABILITY CAP -- e.g., FEES PAID IN THE PRECEDING 12 MONTHS]. [ATTORNEY REVIEW: confirm cap amount/formula and any carve-outs, e.g. for confidentiality breach, gross negligence, or a party's indemnification obligations, consistent with applicable law.]

18. Indemnification

Customer will indemnify and hold SCOUT harmless from third-party claims arising from Customer Content, Customer's use of the service in violation of these Terms, or Customer's violation of applicable law. [ATTORNEY REVIEW: define SCOUT's reciprocal IP-infringement indemnification obligation, if any, and procedure/control-of-defense terms for both directions.]

19. Dispute resolution & governing law

These Terms are governed by the laws of [GOVERNING LAW / STATE OR COUNTRY], without regard to conflict-of-law principles. [ATTORNEY REVIEW: decide whether disputes are resolved by binding arbitration, small-claims carve-out, class-action waiver, and venue -- these are business/legal decisions this draft does not make.]

20. Changes to these terms

SCOUT may update these Terms from time to time. For material changes, SCOUT will provide reasonable notice (such as email or an in-product notice) before the change takes effect. Continued use of SCOUT after a change takes effect constitutes acceptance.

21. Survival

Sections that by their nature should survive termination (including Customer Content ownership, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution) survive termination or expiration of these Terms.

22. Notices

Notices to SCOUT should be sent to [NOTICE EMAIL / ADDRESS]. Notices to Customer may be sent to the email address or in-product contact associated with the account.

Related documents: Privacy Policy · Data Processing Addendum · Acceptable Use Policy · Security