Subscription Terms of Service

1.1 “Signals Data” — any data, record, lead, field, score, analysis, contact, or derivative work that Scout delivers to Subscriber through the Service, including but not limited to (a) records extracted from public probate filings, notices of default, notices of sale, lis pendens filings, tax-delinquent property lists, for-sale-by-owner listings, expired Multiple Listing Service (“MLS”) listings, and similar public or semi-public sources; (b) executor, personal representative, trustee, decedent, or property-owner names and contact fields; (c) property addresses and estimated valuations; (d) Scout’s proprietary confidence, urgency, fit, and composite scores; (e) Scout’s written reasoning or scoring justifications; and (f) the Earliest Ethical Outreach Date (defined below).

1.2 “Subscription Period” — the billing period for which Subscriber has paid the applicable Scout Seller Signals subscription fee, including any renewal periods.

1.3 “MCP API Key or API Key” — the credential Scout issues to Subscriber that grants programmatic access to the Service via the scout.get_seller_signals tool and the /api/signals/leads HTTP endpoint, at the agreed per-minute and per-day rate limits.

1.4 “Earliest Ethical Outreach Date” — the timestamp Scout attaches to every probate-derived Signal, representing the earliest date on which Scout considers it defensible for a licensed professional to initiate outreach. For probate Signals, this date is not earlier than twenty-one (21) calendar days after the filing date.

1.5 “Consumer” — any natural person whose name, contact information, property, estate, or circumstances appear in any Signal.

1.6 “Applicable Law” — every federal, state, local, and foreign law, statute, rule, regulation, ordinance, order, industry standard, licensing body rule, MLS rule, and real estate commission rule that applies to Subscriber, to the Service, to any Signal, or to any outreach, solicitation, marketing, or transaction that Subscriber conducts in reliance on Signals Data. Applicable Law includes without limitation the federal Telephone Consumer Protection Act (“TCPA”), the Controlling the Assault of Non-Solicited Pornography And Marketing Act of 2003 (“CAN-SPAM”), the Fair Housing Act (“FHA”) and its implementing regulations, the Real Estate Settlement Procedures Act (“RESPA”), the Fair Debt Collection Practices Act (“FDCPA”), the California Consumer Privacy Act / California Privacy Rights Act (“CCPA/CPRA”), the Fair Credit Reporting Act (“FCRA”), the federal Do-Not-Call Registry regulations, the Florida Telephone Solicitation Act as amended (the “FL TCPA Amendment”), every state-level “mini-TCPA” statute, and every state real estate commission rule governing probate solicitation, foreclosure solicitation, post-death contact, and cold solicitation generally.

1.7 “Third-Party Claim” — any claim, demand, action, suit, proceeding, investigation, inquiry, complaint, class action, arbitration, enforcement action, or audit asserted by any person or entity other than Subscriber or Scout, including without limitation Consumers, regulators, state attorneys general, the Federal Trade Commission, the Federal Communications Commission, state real estate commissions, local district attorneys, plaintiffs’ counsel, MLS associations, and class-action representatives.

1.8 “Permitted Use” — has the meaning set forth in Section 3.

1.9 “Prohibited Use” — has the meaning set forth in Section 4.

1.10 “Subscriber Personnel” — Subscriber’s employees, agents, independent contractors, referral partners, virtual assistants, transaction coordinators, downstream salespeople, and any other natural person or entity who accesses Signals Data by, for, or on behalf of Subscriber.

2.1 “What the Service Is” — The Service is a data subscription. Scout delivers Signals Data extracted from public records and lawful third-party sources. Scout performs automated extraction, proprietary scoring, and a human review step by a licensed South Carolina broker before a lead enters the Subscriber feed.

2.2 “What the Service Is Not” — The Service is not:

• (a) legal advice, compliance advice, marketing advice, or any other professional advice;
• (b) a consumer report under the FCRA, and Signals Data must never be used as a factor in any decision regarding credit, insurance, employment, housing eligibility, or any other FCRA-covered determination;
• (c) a warranty, guarantee, or representation that any Signal is accurate, current, complete, responsive, reachable, or convertible;
• (d) a brokerage-of-record relationship, partnership, joint venture, or employment relationship between Scout and Subscriber; or
• (e) a representation, express or implied, that any outreach to any Consumer identified in a Signal is lawful in the jurisdiction where that Consumer resides or where Subscriber is licensed.

2.3 “Not Legal Advice” — Nothing in this Agreement, the Service, the Scout website, the Earliest Ethical Outreach Date, any Claude-generated reasoning field, any scoring rationale, or any Scout communication is legal advice. Subscriber is solely responsible for determining the lawfulness of Subscriber’s use of Signals Data in every jurisdiction in which Subscriber operates. Subscriber must consult qualified legal counsel before contacting any Consumer identified in a Signal.

2.4 “Scout Is a Data Vendor” — Scout is a data vendor. Scout is not the broker of record for Subscriber, is not a co-broker on any transaction Subscriber originates from Signals Data (except where separately agreed in writing under the Scout bilateral referral agreement published at /scout/referral-terms), and has no supervisory, compliance, or fiduciary responsibility for Subscriber’s activities in any jurisdiction.

3.1 “Scope of License” — Subject to Subscriber’s continuous compliance with this Agreement, Scout grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Period to access Signals Data and to use Signals Data solely for Subscriber’s own internal real estate prospecting, lead-qualification, and representation activities conducted in full compliance with Applicable Law.

3.2 “Permitted Activities” — The Permitted Use includes:

• (a) reviewing Signals Data internally within Subscriber’s brokerage, team, or firm;
• (b) contacting a Consumer identified in a Signal only by a contact channel, method, and timing permitted under Applicable Law and this Agreement;
• (c) introducing the Consumer to Subscriber’s real estate services in a manner consistent with Subscriber’s state real estate commission rules;
• (d) using Signals Data in Subscriber’s internal customer relationship management (“CRM”) system, provided that (i) Signals Data is not exposed to any third party, (ii) Signals Data is deleted in accordance with Section 9, and (iii) the CRM maintains Subscriber’s internal do-not-call and do-not-contact suppression records.

3.3 “API Access” — Subscriber may access Signals Data via the MCP API Key at the agreed rate limits. Subscriber must not exceed those rate limits, must not circumvent them, must not share the API Key, must not store the API Key in any public repository, and must notify Scout within twenty-four (24) hours of any actual or suspected compromise of the API Key.

4.1 “No Automated Telephone Contact (TCPA)” —

• (a) Subscriber shall not, and shall not permit any Subscriber Personnel to, use Signals Data to initiate, route, cause, or assist in any telephone call, text message (“SMS”), multimedia message (“MMS”), ringless voicemail drop, artificial-voice call, pre-recorded message, or any other telephonic communication to any Consumer that is made using an automatic telephone dialing system (“ATDS”), automated dialing platform, predictive dialer, preview dialer, progressive dialer, voice-broadcasting platform, or any other dialing technology that (x) uses a random or sequential number generator, (y) stores or produces numbers to be called using a random or sequential number generator, or (z) would, under the TCPA or any analogous state statute, require prior express written consent of the called party.
• (b) Subscriber shall not, and shall not permit any Subscriber Personnel to, initiate any call or text message to a cellular, wireless, VoIP, or mobile telephone number associated with any Signal unless Subscriber has obtained prior express written consent from that Consumer that satisfies the TCPA, 47 C.F.R. § 64.1200, and every state mini-TCPA statute applicable to the Consumer’s place of residence.
• (c) Florida (FL TCPA Amendment). If any Consumer resides in Florida, or if the Consumer’s telephone number has a Florida area code, Subscriber must comply with the Florida Telephone Solicitation Act as amended (Fla. Stat. § 501.059) in addition to the federal TCPA. Subscriber represents and warrants that Subscriber understands the FL TCPA Amendment imposes a private right of action, statutory damages up to $1,500 per violation (trebled for willful violations), and strict requirements for prior express written consent before using “automated systems” to contact Florida residents.
• (d) State Mini-TCPA Statutes. Subscriber is responsible for complying with every state-level mini-TCPA statute applicable to every Consumer, including without limitation those in effect in Oklahoma, Washington, Maryland, New York, Texas, and any other state whose statute is in force at the time of contact.

4.2 “Twenty-One (21) Day Probate Cooling-Off Period” — Subscriber shall not, and shall not permit any Subscriber Personnel to, initiate any contact, solicitation, or communication of any kind — telephonic, electronic, written, or in person — with any Consumer identified in a probate Signal until on or after the Earliest Ethical Outreach Date delivered by Scout for that Signal, which date shall not be earlier than twenty-one (21) calendar days following the probate filing date.

This twenty-one (21) day period (the “Probate Cooling-Off Period”) is a hard floor. Subscriber acknowledges that Scout enforces this period in the extraction pipeline and that contact before the Earliest Ethical Outreach Date constitutes a material breach regardless of whether Applicable Law would otherwise permit earlier contact.

4.3 “No Channels Prohibited by State Real Estate Law” — Certain states prohibit, restrict, or regulate specific forms of probate solicitation, foreclosure solicitation, or post-death contact by real estate licensees, including but not limited to restrictions on unsolicited direct mail, door-knocking, in-person solicitation, and solicitation within specified time windows following a qualifying event. Subscriber shall not use any channel or method prohibited by Applicable Law in any jurisdiction where Subscriber initiates contact.

4.4 “No Do-Not-Call Violations” —

• (a) Subscriber shall not, and shall not permit any Subscriber Personnel to, initiate any telephone solicitation to any residential, wireless, or mobile telephone number that is listed on the National Do-Not-Call Registry, on any state do-not-call registry applicable to the Consumer’s place of residence, or on any MLS-level or brokerage-level do-not-call list, unless one of the narrow statutory exemptions strictly applies and Subscriber has documented its reliance on that exemption in advance.
• (b) Subscriber shall maintain an internal do-not-call list, shall honor every opt-out request promptly and for at least five (5) years, and shall suppress any Consumer who has requested not to be contacted by Subscriber or Subscriber’s affiliates.

4.5 “No Fair Housing Violations” — Subscriber shall not, and shall not permit any Subscriber Personnel to, use Signals Data — directly or indirectly — to discriminate against, steer, exclude, target, or refuse service to any Consumer on the basis of race, color, religion, national origin, sex (including sexual orientation and gender identity), familial status, disability, age, marital status, source of income, military or veteran status, ancestry, or any other class protected by federal, state, or local fair housing law. Subscriber shall not use Signals Data to create advertising or marketing audiences that have the effect of excluding any protected class. Subscriber shall retain records sufficient to demonstrate Fair Housing Act compliance for three (3) years.

4.6 “No Resale, Sublicensing, or Redistribution” — Subscriber shall not:

• (a) sell, rent, lease, license, sublicense, transfer, loan, publish, post, or otherwise make available any Signals Data to any third party, whether for consideration or without consideration;
• (b) combine Signals Data with other data and then resell or license the combined dataset in any form;
• (c) use Signals Data to operate a lead-reselling business, a co-marketing data service, a brokerage-of-brokerages data feed, or any similar downstream distribution channel;
• (d) share Signals Data with a referral partner, co-listing agent, investor-buyer, real estate wholesaler, or any other party, except (i) with Subscriber Personnel strictly on a need-to-know basis in service of the Permitted Use, and (ii) in connection with a bona fide individual transaction where disclosure is required by Applicable Law or by the Consumer’s own written instruction.

4.7 “No AI Training, Model Fine-Tuning, or Derivative Dataset Creation” — Subscriber shall not use Signals Data, in whole or in part, to train, fine-tune, evaluate, benchmark, or otherwise develop any artificial-intelligence model, machine-learning model, embedding index, vector store, large language model, retrieval-augmented generation system, or any derivative dataset intended for resale, public release, or use outside Subscriber’s Permitted Use. This prohibition applies to first-party models, third-party models, and any model developed by any Subscriber Personnel.

4.8 “No Scraping, Bulk Download, or Reverse Engineering” — Subscriber shall not:

• (a) scrape, spider, crawl, or systematically harvest Signals Data beyond the rate limits Scout sets for the API Key;
• (b) bulk-download Signals Data in a manner designed to create a local mirror or replacement database of the Service;
• (c) reverse-engineer, decompile, disassemble, or attempt to derive the source code, schema, or algorithms underlying the Service, the scout.get_seller_signals tool, or Scout’s scoring model;
• (d) probe, scan, or test the vulnerability of the Service or circumvent any authentication, rate-limiting, or access-control mechanism;
• (e) use any means — automated or manual — to exceed the per-minute or per-day rate limits attached to the API Key.

4.9 “No Spam, Harassment, or Deceptive Practices” — Subscriber shall not use Signals Data to send any communication that (a) violates CAN-SPAM or any state commercial-email statute, (b) uses deceptive or false subject lines, sender information, or from-addresses, (c) harasses or threatens any Consumer, (d) falsely implies that Subscriber represents Scout, Flika Realty LLC, or any governmental or judicial body, (e) mimics official probate court or estate administration correspondence, or (f) makes unsubstantiated claims regarding the value, sale, or status of any property identified in a Signal.

4.10 “No Contact Requiring Estate Administration Authority” — Subscriber shall not represent, imply, or suggest that Subscriber has been retained by any estate, personal representative, executor, trustee, conservator, or court-appointed fiduciary unless Subscriber has been formally engaged in writing by that fiduciary.

4.11 “Mandatory Opt-Out on Every Outbound Communication” — Every outbound communication Subscriber makes using or relying on Signals Data shall include a clear, conspicuous, and functioning opt-out mechanism that complies with Applicable Law, including (a) for SMS/MMS, a working “STOP” keyword response per 47 C.F.R. § 64.1200 and the CTIA messaging principles; (b) for email, a one-click unsubscribe link per CAN-SPAM; (c) for voice calls, a clear verbal opt-out and honoring of the internal DNC request on first demand; and (d) for direct mail, a postal-reply or phone opt-out path.

5.1 “Licensure and Good Standing” — Subscriber (and each of Subscriber Personnel who will use Signals Data for outreach) is a licensed real estate broker, real estate salesperson, or licensed brokerage entity in good standing with every real estate commission and licensing body with jurisdiction over Subscriber’s activities. Subscriber will notify Scout in writing within five (5) business days of any lapse, suspension, revocation, censure, or public discipline of any such license.

5.2 “Legal Compliance Program” — Subscriber maintains a documented compliance program reasonably designed to ensure continuous compliance with Applicable Law, including the TCPA, the FL TCPA Amendment, every state mini-TCPA statute applicable to Subscriber’s outreach, the federal and state Do-Not-Call Registry rules, the Fair Housing Act, RESPA, CAN-SPAM, the FDCPA, FCRA, and every state real estate commission rule governing probate, foreclosure, and post-death solicitation.

5.3 “Internal DNC List” — Subscriber maintains an internal do-not-call / do-not-contact suppression list, checks that list before every outreach, honors every opt-out request on first demand, and retains opt-out records for at least five (5) years.

5.4 “Prior Express Written Consent” — Subscriber will not initiate any call, SMS, MMS, or other telephonic contact subject to the TCPA or any state mini-TCPA statute without first obtaining and documenting prior express written consent from the called party that satisfies every applicable federal and state requirement.

5.5 “Scrubbing” — Before any outbound telephone solicitation, Subscriber will scrub the target number against (a) the National Do-Not-Call Registry, (b) every applicable state do-not-call registry, (c) Subscriber’s internal DNC list, and (d) any wireless-identification database reasonably sufficient to identify wireless numbers.

5.6 “Honoring the Probate Cooling-Off Period” — Subscriber will not initiate any contact of any kind with any Consumer identified in a probate Signal before the Earliest Ethical Outreach Date supplied by Scout.

5.7 “TOS-Compliant Opt-Out” — Every outbound communication Subscriber sends in reliance on Signals Data will include a clear, conspicuous, and functioning opt-out mechanism that meets Applicable Law, and Subscriber will honor every opt-out promptly and permanently.

5.8 “Authority” — Subscriber has full corporate, partnership, limited liability company, or individual authority to enter into this Agreement, and the natural person executing this Agreement or clicking “I agree” has authority to bind Subscriber.

5.9 “Accurate Subscription Information” — The email address, name, and billing information Subscriber provides at checkout are accurate and complete.

5.10 “No Prior TCPA Action” — Subscriber has not, within the preceding thirty-six (36) months, been named as a defendant or respondent in any TCPA action, FTC consent decree, state AG enforcement action, or state real estate commission disciplinary action arising from solicitation practices, except as disclosed to Scout in writing before the Effective Date.

7.1 “Fees” — The subscription fee is US$299.00 per calendar month unless Scout has publicly announced and the Subscriber has agreed to a different price in writing. Scout may change the go-forward price for new subscribers at any time and with reasonable notice for existing subscribers, but no price change is effective against an existing subscriber until the next renewal cycle.

7.2 “Payment Processor” — All payments are processed by Stripe, Inc. By subscribing, Subscriber agrees to Stripe’s terms for the payment method used.

7.3 “Taxes” — Fees are stated exclusive of any applicable sales, use, value-added, or similar taxes. Subscriber is responsible for all taxes arising from the subscription, other than taxes based on Scout’s net income.

7.4 “Renewal” — The subscription automatically renews at the end of each billing period unless Subscriber cancels in the Stripe customer portal before the renewal date.

7.5 “Refunds” — Subscriber may request a full refund within seven (7) calendar days of the initial subscription for any reason. After the initial seven (7) day period, fees are non-refundable and Scout makes no refund for unused days.

7.6 “Failed Payment” — If any payment fails, Scout may suspend the API Key and the Service until payment is restored. Repeated failed payments are grounds for termination.

8.1 “Ownership” — Scout owns all right, title, and interest in and to the Service, the Scout software, the scoring model, the extraction pipeline, the API, the Scout and Flika Realty marks, and any derivative works, modifications, improvements, or enhancements to the foregoing. No title, ownership right, or intellectual property right in or to any of the foregoing is transferred to Subscriber under this Agreement. Scout’s license in Section 3 is the sole grant of rights.

8.2 “Feedback” — If Subscriber provides any suggestion, comment, feedback, or idea relating to the Service, Subscriber grants Scout a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use and commercialize that feedback without any obligation to Subscriber.

8.3 “Public Records” — Signals Data is derived from public records that are themselves in the public domain or the public record of the jurisdiction of origin. Nothing in this Agreement grants Subscriber any right in any public record. Subscriber’s license in Section 3 is limited to the Scout-curated, scored, reviewed output and is not a license in the underlying public-record source.

9.1 “Deletion On Termination” — Within thirty (30) calendar days after the end of the Subscription Period (for any reason, including non-renewal, cancellation, or termination for breach), Subscriber shall permanently delete every copy of Signals Data in Subscriber’s possession or control, including (a) copies in Subscriber’s CRM, (b) copies in spreadsheets, exports, or local files, (c) copies in backups (as soon as commercially reasonable according to Subscriber’s standard backup-rotation policy), (d) copies held by Subscriber Personnel, (e) copies in any third-party system to which Subscriber transmitted Signals Data in breach of Section 4.6, and (f) any derivative work.

9.2 “Permitted Retention — Transaction File Only” — Subscriber may retain, solely for the purpose of documenting a bona fide closed transaction, the minimum Signals Data reasonably necessary to support Subscriber’s transaction file and to meet state real estate commission record-retention rules. Such retained data is subject to the confidentiality and no-resale obligations of this Agreement in perpetuity.

9.3 “Written Certification on Request” — Within ten (10) business days of Scout’s written request, Subscriber shall provide a written certification signed by an officer or principal of Subscriber that deletion has been completed in accordance with this Section 9.

10.1 “Termination by Subscriber” — Subscriber may cancel the subscription at any time through the Stripe customer portal. Access continues through the end of the then-current paid billing period and does not renew.

10.2 “Termination by Scout — For Cause, Immediately” — Scout may terminate this Agreement and suspend or revoke the API Key immediately, without refund, and without prior notice upon any of the following:

• (a) any breach or suspected breach of Section 4 (Prohibited Use);
• (b) any breach or suspected breach of Section 5 (Subscriber Representations and Warranties);
• (c) any breach of Section 6 (Acceptable Use Policy);
• (d) Scout’s receipt of (i) any TCPA demand letter, TCPA class-action complaint, FTC civil investigative demand, state AG investigative demand, FCC inquiry, state real estate commission complaint, MLS complaint, Consumer complaint, or BBB complaint that references Subscriber’s use of Signals Data, or (ii) any credible third-party report of the same;
• (e) any lapse, suspension, revocation, or public discipline of Subscriber’s real estate license;
• (f) any failed payment that Subscriber does not cure within ten (10) calendar days;
• (g) any fraudulent, misleading, or materially inaccurate information provided by Subscriber;
• (h) any use of the Service that, in Scout’s reasonable judgment, exposes Scout or Flika Realty LLC to material regulatory, reputational, or legal risk.

10.3 “Termination by Scout — For Convenience” — Scout may terminate this Agreement for convenience on thirty (30) days’ written notice. In that case, Scout will pro-rate and refund any prepaid and unused subscription fee.

10.4 “Effect of Termination” — On termination, (a) Subscriber’s access to the Service ends, (b) the API Key is revoked, (c) all rights under Section 3 terminate, and (d) Subscriber must delete Signals Data per Section 9. Sections 1, 2.2, 2.3, 2.4, 4, 8, 9, 11, 12, 13, 14, 15, and 16 survive termination.

10.5 “No Waiver of Remedies” — Termination does not limit any other remedy available to Scout at law, in equity, or under this Agreement, including the right to pursue damages, injunctive relief, and indemnification for Third-Party Claims.

11.1 THE SERVICE AND ALL SIGNALS DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

11.2 SCOUT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, CURRENCY, TITLE, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE OF TRADE, OR PERFORMANCE.

11.3 SCOUT MAKES NO WARRANTY THAT (a) ANY SIGNAL IS ACCURATE, CURRENT, OR COMPLETE; (b) ANY PROPERTY IDENTIFIED IN A SIGNAL IS ACTUALLY AVAILABLE OR WILL BE SOLD; (c) ANY CONSUMER IDENTIFIED IN A SIGNAL IS LAWFULLY REACHABLE BY SUBSCRIBER’S PREFERRED CHANNEL; (d) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (e) SIGNALS DATA WILL MEET SUBSCRIBER’S REQUIREMENTS OR PRODUCE ANY PARTICULAR BUSINESS OUTCOME.

11.4 Some jurisdictions do not allow the exclusion of implied warranties, so the exclusions in this Section 11 may not apply to the full extent prohibited by Applicable Law.

12.1 “Subscriber Indemnity” — Subscriber shall defend, indemnify, and hold harmless Scout, Flika Realty LLC, and each of their respective officers, directors, members, managers, employees, agents, representatives, successors, assigns, and affiliates (collectively, the “Scout Indemnitees”) from and against any and all Third-Party Claims, and all resulting losses, damages, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees, expert fees, arbitration fees, mediation fees, court costs, and the fully-loaded internal cost of Scout personnel time at a reasonable hourly rate) (collectively, “Losses”), arising out of or relating to:

• (a) Subscriber’s or any Subscriber Personnel’s access, use, misuse, transmission, retention, or deletion (or failure to delete) of Signals Data;
• (b) any breach or alleged breach by Subscriber of Section 4 (Prohibited Use);
• (c) any breach or alleged breach by Subscriber of Section 5 (Representations and Warranties);
• (d) any breach by Subscriber of Applicable Law, including without limitation the TCPA, FL TCPA Amendment, any state mini-TCPA statute, the federal or state Do-Not-Call Registry rules, the Fair Housing Act, RESPA, CAN-SPAM, the FDCPA, FCRA, CCPA/CPRA, or any state real estate commission rule;
• (e) any claim that a Consumer was contacted, solicited, or marketed to in violation of Applicable Law using Signals Data;
• (f) any claim that Subscriber misrepresented itself as Scout, Flika Realty LLC, a court, a fiduciary, or any other entity;
• (g) any claim that Subscriber’s outreach steered, discriminated against, or excluded any protected class;
• (h) any claim by Subscriber Personnel;
• (i) any claim that Subscriber’s use of Signals Data constituted an unfair, deceptive, or abusive act or practice under any federal or state consumer protection statute; and
• (j) any use of Signals Data to train, fine-tune, benchmark, or otherwise develop any AI or ML model in breach of Section 4.7.

12.2 “Scope of Indemnity” — Subscriber’s indemnity covers:

• (a) all defense costs from the first dollar, including fees of counsel selected by Scout;
• (b) all settlement amounts paid by Scout, provided that Scout will consult reasonably with Subscriber on settlement and will not unreasonably reject a settlement Subscriber funds in full;
• (c) all judgment amounts entered against any Scout Indemnitee; and
• (d) all pre-judgment and post-judgment interest, costs, and assessed fees.

12.3 “Control of Defense” — Scout may, at its sole discretion, (a) assume control of the defense of any Third-Party Claim, (b) select counsel of its choosing, and (c) consent to entry of any judgment or settlement. Subscriber shall cooperate fully with Scout’s defense at Subscriber’s expense. Subscriber shall not, without Scout’s prior written consent, settle or compromise any Third-Party Claim in a manner that (i) imposes any obligation on any Scout Indemnitee, (ii) admits any fault by any Scout Indemnitee, or (iii) fails to include a full release of the Scout Indemnitees.

12.4 “No Cap on Indemnity” — Subscriber’s indemnification obligations are not subject to the limitation of liability in Section 13. Subscriber acknowledges that this uncapped indemnification is a material inducement to Scout entering into this Agreement at the fee stated in Section 7.

13.1 “Liability Cap” — TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCOUT’S, FLIKA REALTY LLC’S, AND EACH SCOUT INDEMNITEE’S AGGREGATE LIABILITY TO SUBSCRIBER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY SUBSCRIBER TO SCOUT IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.2 “Exclusion of Damages” — IN NO EVENT WILL SCOUT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF SCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.3 “No Limit on Subscriber Indemnity” — The limitations in this Section 13 do not apply to Subscriber’s indemnification obligations under Section 12 or Subscriber’s payment obligations under Section 7.

13.4 “Basis of the Bargain” — Subscriber acknowledges that the fees stated in Section 7 reflect the allocation of risk in this Section 13 and Section 12, and that the limitations and indemnity are a fundamental basis of the bargain between the parties.

14.1 Signals Data is Scout’s Confidential Information. Subscriber shall use the same degree of care to protect Signals Data that Subscriber uses to protect Subscriber’s own confidential information, but not less than a reasonable degree of care.

14.2 Subscriber shall not disclose Signals Data to any third party except as permitted under Section 3 and Section 4. A disclosure compelled by legal process does not breach this Section 14, provided Subscriber gives Scout prompt written notice and a reasonable opportunity to seek a protective order.

14.3 Scout’s pricing, API specification, scoring model, extraction policies, and rate limits are also Scout Confidential Information.

15.1 “Governing Law” — This Agreement is governed by the laws of the State of South Carolina, without reference to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 “Exclusive Venue” — Except as provided in Section 15.3, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Greenville County, South Carolina, for any dispute arising out of or relating to this Agreement, and each party waives any objection based on inconvenience or lack of personal jurisdiction.

15.3 “Arbitration (Opt-In)” — At Scout’s election and by written notice to Subscriber after a dispute arises, any dispute arising out of or relating to this Agreement (other than (a) a claim for injunctive relief to protect Scout’s intellectual property or Confidential Information, or (b) a claim within the jurisdiction of a small-claims court) shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, with a single arbitrator seated in Greenville, South Carolina. The arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 “Class-Action Waiver” — The parties agree that any dispute will be resolved only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, or representative action. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.

15.5 “Jury Trial Waiver” — EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.6 “Equitable Relief” — Notwithstanding anything else, Scout may seek immediate injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to enforce Section 4, Section 8, Section 9, or Section 14.

15.7 “Time to File” — Except for indemnification claims, any claim arising under this Agreement must be filed within one (1) year after the claim accrues, or be forever barred.

16.1 “Entire Agreement” — This Agreement, together with any order form, written addendum, or bilateral referral agreement the parties execute, is the entire agreement between the parties regarding the Service and supersedes all prior discussions, proposals, and agreements.

16.2 “Amendment” — Scout may update this Agreement from time to time. Material changes take effect on the next renewal of Subscriber’s subscription and will be communicated by email to the billing contact and by posting the updated version (with an incremented version number and a new Effective Date) at /scout/legal/signals-tos. Continued use of the Service after the updated version’s Effective Date constitutes acceptance.

16.3 “Assignment” — Subscriber may not assign this Agreement, by operation of law or otherwise, without Scout’s prior written consent. Scout may assign this Agreement to an affiliate, to a successor in interest, or in connection with a merger, acquisition, or sale of substantially all of Scout’s assets.

16.4 “Severability” — If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

16.5 “No Waiver” — Failure by Scout to enforce any provision is not a waiver of that provision or of Scout’s right to enforce it later.

16.6 “Notices” — Notices to Scout must be sent by email to spencer@flikah.com with “Signals — Legal Notice” in the subject line. Notices to Subscriber may be sent to the email address on file at checkout. Notices are effective on transmission.

16.7 “Independent Contractors” — The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, employment, fiduciary, or franchise relationship.

16.8 “Force Majeure” — Neither party is liable for any failure or delay in performance (other than payment obligations) due to any cause beyond its reasonable control, including acts of God, internet or infrastructure failures, cyber-attacks, acts of governmental authority, court orders, strikes, epidemics, or war.

16.9 “Third-Party Beneficiaries” — Each Scout Indemnitee is an intended third-party beneficiary of Section 12 and Section 13 and may enforce those sections directly. There are no other third-party beneficiaries.

16.10 “Headings” — Section headings are for convenience only and do not affect interpretation.

16.11 “Electronic Acceptance” — Subscriber’s electronic acceptance of this Agreement (by clicking “I agree,” by checking the acceptance box on the signup form, or by completing Stripe checkout after presentation of this Agreement) has the same legal effect as a physical signature. The timestamp of acceptance and the version of this Agreement accepted are logged by Scout and are admissible evidence of the formation of this Agreement.

16.12 “Language” — The controlling language of this Agreement is English.