Terms of Service

Effective Date: September 28, 2025

Last Updated: September 28, 2025

1. Agreement to Terms

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," "User," or "Customer") and SignalScout AI, Inc. ("SignalScout AI," "we," "us," or "our") governing your access to and use of the SignalScout AI B2B sales intelligence platform, including our website at www.signalscout.ai, applications, APIs, and all related services (collectively, the "Service").

By accessing or using our Service, creating an account, or clicking "I agree" or similar, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

If you do not agree to these Terms, you must not access or use our Service.

2. Eligibility

To use our Service, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction
• Have the legal capacity to enter into binding contracts
• Not be barred from using the Service under applicable law
• If registering on behalf of an entity, have the authority to bind that entity to these Terms
• Provide accurate, current, and complete information during registration

3. Account Registration and Security

3.1 Account Creation

To access certain features of our Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your login credentials
• Accept responsibility for all activities that occur under your account
• Immediately notify us of any unauthorized access or security breach

3.2 Account Restrictions

You may not:

• Create multiple accounts for the same individual or entity without our permission
• Share your account credentials with others
• Use another person's account without authorization
• Create an account using false or misleading information
• Use automated means to create accounts

3.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms, fraudulent or illegal activity, or for any other reason at our sole discretion. You may terminate your account at any time through your account settings or by contacting us at support@signalscout.ai.

4. Description of Service

4.1 Service Overview

SignalScout AI provides an AI-powered B2B sales intelligence platform that:

• Monitors publicly available web sources including podcasts, newsletters, press releases, and social media
• Uses artificial intelligence to identify buying signals and sales opportunities
• Delivers qualified leads and insights to your dashboard
• Provides tools for lead management, filtering, and export
• Offers integration capabilities with CRM and sales tools

4.2 Service Availability

While we strive to provide uninterrupted service, we do not guarantee that the Service will be available at all times. We may experience hardware, software, or other problems requiring maintenance, resulting in interruptions, delays, or errors. We reserve the right to modify, suspend, or discontinue the Service or any feature at any time without notice.

5. Subscription Plans and Fees

5.1 Subscription Plans

We offer various subscription plans with different features, usage limits, and pricing. Current plans and pricing are available on our website. By selecting a subscription plan, you agree to pay the applicable fees.

5.2 Billing and Payment

• Payment Methods: We accept major credit cards and other payment methods as indicated on our website. All payments are processed through our third-party payment processor.
• Billing Cycle: Subscriptions are billed in advance on a monthly or annual basis, depending on your selected plan.
• Automatic Renewal: Your subscription will automatically renew at the end of each billing period unless you cancel before the renewal date.
• Price Changes: We may change our prices with 30 days' notice. Continued use after the notice period constitutes acceptance of the new prices.
• Taxes: All fees are exclusive of taxes unless otherwise stated. You are responsible for all applicable taxes.

5.3 Free Trials

We may offer free trials for certain plans. At the end of the free trial, your subscription will automatically convert to a paid subscription unless you cancel. You may cancel at any time during the free trial without charge.

5.4 Refund Policy

All fees are non-refundable except as follows:

• If we terminate your account without cause
• If required by law
• As otherwise specified in writing

For annual subscriptions, you may request a pro-rated refund within 14 days of initial purchase if you are unsatisfied with the Service.

5.5 Failed Payments

If payment fails, we may suspend your access to the Service. We will attempt to process payment again and notify you of the failure. Continued failed payments may result in account termination.

6. Acceptable Use Policy

6.1 Permitted Use

You may use our Service only for lawful purposes and in accordance with these Terms. You agree to use the Service solely for legitimate business purposes related to B2B sales and marketing activities.

6.2 Prohibited Uses

You may not use our Service to:

• Violate any applicable laws, regulations, or third-party rights
• Engage in any fraudulent, deceptive, or misleading activities
• Harvest, collect, or store personal data about other users without consent
• Send spam, unsolicited communications, or engage in harassment
• Interfere with or disrupt the Service or servers/networks connected to it
• Attempt to gain unauthorized access to any portion of the Service
• Reverse engineer, decompile, or disassemble any part of the Service
• Use automated systems or software to extract data from the Service (scraping)
• Resell, redistribute, or sublicense the Service or data without authorization
• Use the Service to compete with us or build a competitive product
• Upload or transmit viruses, malware, or other harmful code
• Exceed usage limits or attempt to circumvent any Service restrictions
• Use the Service for any illegal or unauthorized purpose
• Violate any applicable export control laws
• Impersonate any person or entity or misrepresent your affiliation

6.3 Enforcement

We reserve the right to investigate and take appropriate action against anyone who violates this Acceptable Use Policy, including removing content, suspending or terminating accounts, and reporting violations to law enforcement.

7. Intellectual Property Rights

7.1 Our Intellectual Property

The Service and its original content, features, and functionality are owned by SignalScout AI and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws. Our trademarks and trade dress may not be used without our prior written consent.

7.2 Your License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during your subscription term.

7.3 Your Content

You retain ownership of any content you upload or submit to the Service ("Your Content"). By uploading Your Content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display Your Content solely as necessary to provide the Service to you.

7.4 Feedback

Any feedback, suggestions, or ideas you provide about the Service become our property, and we may use them without compensation or attribution to you.

8. Data Processing and Privacy

8.1 Data Processing

Our processing of personal data is governed by our Privacy Policy. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

8.2 Data from Public Sources

The Service processes publicly available information to identify buying signals. You acknowledge that:

• We do not guarantee the accuracy or completeness of data from public sources
• You are responsible for verifying information before taking action
• You must comply with applicable laws when using lead information
• We are not responsible for third-party content accessed through the Service

8.3 Your Responsibilities

You are responsible for:

• Ensuring your use of lead data complies with applicable laws
• Obtaining necessary consents before contacting leads
• Complying with anti-spam laws and regulations
• Respecting privacy rights and opt-out requests

9. Third-Party Services and Integrations

9.1 Third-Party Integrations

The Service may integrate with third-party services (e.g., CRM systems, email platforms). Your use of these integrations is subject to the terms and policies of those third parties. We are not responsible for third-party services' functionality, security, or practices.

9.2 Third-Party Links

The Service may contain links to third-party websites. We do not control and are not responsible for the content or practices of these sites. Accessing third-party links is at your own risk.

10. Service Level Agreement

10.1 Uptime Commitment

For paid Enterprise plans, we commit to optimized uptime measured monthly, excluding scheduled maintenance.

10.2 Service Credits

If we fail to meet the uptime commitment, eligible Enterprise customers may receive service credits:

• 99.0% - 99.5%: 10% credit
• 95.0% - 98.99%: 25% credit
• Below 95.0%: 50% credit

Credits must be requested within 30 days of the downtime incident.

10.3 Exclusions

Uptime commitment does not apply to downtime caused by:

• Scheduled maintenance (with 48 hours notice)
• Force majeure events
• Customer actions or third-party services
• Internet connectivity issues outside our control

11. Confidentiality

11.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to technical data, trade secrets, know-how, research, business plans, and customer information.

11.2 Obligations

Each party agrees to:

• Maintain the confidentiality of the other party's Confidential Information
• Not disclose Confidential Information to third parties without consent
• Use Confidential Information only as necessary for the Service
• Protect Confidential Information with reasonable security measures

11.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly known through no breach
• Was rightfully known before disclosure
• Is independently developed without use of Confidential Information
• Must be disclosed by law or court order

12. Representations and Warranties

12.1 Your Representations

You represent and warrant that:

• You have the legal right and authority to enter into these Terms
• Your use of the Service will comply with all applicable laws
• Your Content does not violate any third-party rights
• You will provide accurate and complete information
• You will use the Service only for lawful business purposes

12.2 Our Warranties

We warrant that:

• The Service will perform substantially in accordance with documentation
• We will use commercially reasonable efforts to maintain the Service
• We will not materially decrease the functionality during your subscription

13. Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA
• WARRANTIES THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE IS COMPATIBLE WITH ANY PARTICULAR SOFTWARE OR HARDWARE

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE SERVICE.

14. Indemnification

You agree to defend, indemnify, and hold harmless SignalScout AI, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of these Terms
• Your use or misuse of the Service
• Your Content or any content you submit through the Service
• Your violation of any third-party rights
• Your violation of any applicable laws or regulations
• Any misrepresentation made by you

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate with our defense of these claims.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

1. IN NO EVENT SHALL SIGNALSCOUT AI, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THE SERVICE.
2. IN NO EVENT SHALL SIGNALSCOUT AI BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT.
3. IN NO EVENT SHALL SIGNALSCOUT AI'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID TO SIGNALSCOUT AI IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Delaware, and the parties irrevocably consent to personal jurisdiction and venue therein.

17. Dispute Resolution and Arbitration

17.1 Informal Resolution

Before filing a claim, each party agrees to try to resolve the dispute informally by contacting the other party. We will attempt to resolve disputes informally for at least thirty (30) days before initiating arbitration.

17.2 Binding Arbitration

If informal resolution fails, any dispute arising from these Terms shall be resolved through binding arbitration conducted by JAMS under its Streamlined Arbitration Rules. The arbitration shall be conducted in Delaware, and judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class Action Waiver

YOU AND SIGNALSCOUT AI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

17.4 Exceptions

This arbitration agreement does not apply to:

• Claims for injunctive relief for intellectual property violations
• Claims that may be brought in small claims court

18. Export Controls

The Service may be subject to U.S. export control laws and regulations. You represent that you are not:

• Located in a country subject to U.S. embargo
• Listed on any U.S. government prohibited or restricted party list
• Using the Service in violation of any U.S. export restriction

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and SignalScout AI regarding the Service.

19.2 Amendment

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the new Terms on our website and updating the "Last Updated" date. Your continued use after changes constitutes acceptance.

19.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right shall not constitute a waiver.

19.4 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.5 Assignment

You may not assign or transfer these Terms without our written consent. We may assign our rights and obligations without restriction.

19.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemic, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

19.7 Survival

Provisions that by their nature should survive termination of these Terms shall survive, including but not limited to intellectual property, indemnification, disclaimers, limitation of liability, and dispute resolution provisions.

19.8 Notice

Notices to you may be provided via email, through the Service, or by posting on our website. Notices to us must be sent to:

• SignalScout AI, Inc.
• Attn: Legal Department
• Email: legal@signalscout.ai
• Address: [Your Business Address]

20. Contact Information

If you have any questions about these Terms, please contact us at:

• SignalScout AI, Inc.
• Email: support@signalscout.ai
• Phone: 1-800-XXX-XXXX
• Address: [Your Business Address]