Scout — Terms of Service

1 Agreement to Terms

These Terms of Use (“Terms”) govern your access to and use of the AI-powered software platform and related services (the “Services”) provided by Sigmatic Sciences · A Sapio Sciences Company (“Company,” “we,” “us,” or “our”).

By accessing or using the Services, you represent that you are at least 18 years old and have the authority to accept these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

We may modify these Terms at any time by posting updated Terms and revising the “Last Updated” date. For material changes, we will attempt to notify you via email or within the Services. Continued use after notice constitutes acceptance. If you do not agree to revised Terms, you must stop using the Services.

2 Description of Services

The Services provide an artificial intelligence platform designed to assist users with tasks such as data analysis, workflow guidance, literature synthesis, and related activities. The Services generate responses, insights, and recommendations (“Outputs”) based on user-provided inputs.

The Services are intended for informational and workflow support purposes only and are not intended to serve as a system of record, authoritative data repository, or replacement for professional judgment.

The Services may incorporate third-party software components licensed under separate terms (“Third-Party Components”). Company provides no warranty and assumes no indemnification obligations for claims arising from Third-Party Components. Use of the Services constitutes acceptance of any applicable third-party license terms.

3 Account Registration and Credentials

Access to the Services requires account registration. You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us immediately at [email protected] if you suspect unauthorized use of your account. We are not liable for losses caused by unauthorized account access resulting from your failure to safeguard credentials.

4 Free Tier

The Services are provided at no cost and may be designated as beta, preview, or evaluation offerings (“Free Tier”). The Free Tier creates no financial obligation on either party and no obligation on Company to provide or maintain any functionality, support, service levels, uptime, or data retention. The Services may be interrupted, unavailable, or discontinued at any time. Company may, at any time and without notice:

• Modify or remove features
• Impose usage or storage limits
• Transition to a paid service model
• Suspend or discontinue the Services entirely

5 AI Features — Important Disclosures

5.1 Nature of Outputs

Outputs are probabilistic and may be incomplete, inaccurate, outdated, or inappropriate. Outputs may vary for identical inputs and do not constitute professional scientific, medical, legal, regulatory, or safety advice.

5.2 Human-in-the-Loop Requirement

The Services are designed to require human review and oversight. You are solely responsible for evaluating, validating, and verifying all Outputs before relying on them. The Services are not a substitute for human judgment, expertise, or decision-making. You assume sole responsibility for any information or results obtained from use of the Services, and for all conclusions drawn from such use. Company shall have no liability for any damage caused by errors or omissions in any information, data, or actions taken based on Outputs.

5.3 No Reliance for Critical Decisions

You agree not to rely on Outputs as the sole basis for decisions that could result in harm, liability, or regulatory consequences without independent expert verification. No other party is entitled to rely on Outputs produced through your use of the Services for any purpose whatsoever.

5.4 AI Limitations and Hallucinations

AI systems may generate Outputs that are factually incorrect, internally inconsistent, or entirely fabricated (“hallucinations”). Company makes no representation that Outputs are free from such errors. Critical decisions, safety determinations, and research conclusions must not be made solely on the basis of AI Output.

5.5 No Model Training on Your Data

Company does not use your User Content to train, fine-tune, or otherwise modify large language models. Your data is not incorporated into model weights.

5.6 Product Improvement

Company may use aggregated, anonymized, or de-identified data derived from your use of the Services to improve performance, analyze usage patterns, develop new features, and monitor for errors and safety issues. Such data will not identify you or disclose your confidential information.

6 Prohibited Uses

Competitor restriction: Direct competitors of Company are prohibited from accessing the Services without prior written consent from Company. The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any benchmarking or competitive purposes.

You agree not to use the Services to:

• Violate any applicable local, state, national, or international law or regulation
• Make safety-critical or regulated decisions without independent expert review
• Reverse engineer, decompile, or attempt to extract source code or AI model weights
• Probe, scan, or test system vulnerabilities or circumvent security measures
• Upload or transmit viruses, malware, or any other malicious code
• Use unauthorized automated scripts, bots, or data-scraping methods
• Misrepresent Outputs as independently verified when they are not
• Interfere with or disrupt the Services or other users’ access
• Violate applicable export control laws, including ITAR and EAR restrictions
• Monitor, scrape, copy, or reverse engineer the Services or any content found within the Services through any automated or manual process
• Build a competitive product or service, or use the Services to develop a product using similar ideas, features, functions, or graphics of the Services

You agree not to use the Services to generate unlawful, harmful, abusive, or deceptive content.

You represent that you are not subject to export restrictions that would prohibit your use of the Services, and that you are not named on any U.S. government denied-party list.

Company reserves the right to monitor and audit usage to verify compliance with these Terms and to suspend or terminate access if any violation is identified. Company has no obligation to monitor or review user activity or content.

7 User Content and Data

7.1 Ownership

As between you and Company, you retain ownership of your data, text, files, and information you submit (“User Content”).

7.2 Outputs

Subject to your compliance with these Terms, Company grants you a non-exclusive right to use Outputs generated for you.

7.3 License to Company

You grant Company a non-exclusive, royalty-free license to process User Content solely to: operate, maintain, support, and improve the Services; ensure security, troubleshooting, and analytics; and comply with applicable law.

7.4 Your Responsibilities

You are solely responsible for ensuring you have all necessary rights and permissions to submit User Content, complying with all applicable data privacy and protection laws, and maintaining backup copies of your data. You represent and warrant that you have the right to provide User Content to Company and that Company’s use of User Content in accordance with these Terms will not violate or infringe the privacy, intellectual property, or other rights of any third party. The Services are not intended for storage of confidential or sensitive information unless expressly agreed in writing.

7.5 Restricted Data

You agree not to submit: protected health information (PHI) governed by HIPAA without a separate Business Associate Agreement; payment card data subject to PCI-DSS; export-controlled data subject to ITAR or EAR; classified or restricted government information; sensitive or regulated categories of Personal Data (such as health, financial, or similar data subject to heightened regulatory protections); or any data whose submission would violate applicable law or a third-party agreement.

7.6 Data Retention

Company makes no guarantees regarding storage, availability, integrity, or retention of User Content on the Free Tier and may delete such data at any time without notice. You are solely responsible for preserving any User Content you wish to retain.

8 Copyright and DMCA Policy

We respect intellectual property rights. If you believe content generated or hosted by the Services infringes your copyright, please submit a notice to [email protected] including: (a) a physical or electronic signature of the copyright owner; (b) identification of the copyrighted work; (c) identification of the infringing material and its location; (d) your contact information; and (e) a statement of good faith belief that the use is unauthorized. We will respond to valid DMCA takedown requests as required by law.

9 Intellectual Property

The Services, including all software, AI models, algorithms, interfaces, and documentation, are owned by or licensed to Company and protected by applicable intellectual property laws. The Services are licensed, not sold. You receive only a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with these Terms. No rights are granted other than as expressly set forth herein.

The Services may incorporate Third-Party Components licensed under separate terms. Company does not provide any warranty on Third-Party Components and assumes no indemnification obligations for claims arising from Third-Party Components.

If you provide feedback, suggestions, or ideas regarding the Services, you grant Company a perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to use, make derivative works of, and commercialize such feedback without restriction or compensation to you.

10 Disclaimer of Warranties

11 Limitation of Liability

12 Indemnification

You agree to defend, indemnify, and hold harmless Company and its affiliates, officers, directors, employees, and agents from any claims, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising from: your use of the Services in violation of these Terms; your User Content; your violation of any applicable law or third-party rights; your reliance on Outputs without independent verification; misrepresentation of AI-generated content; or your use of any Non-Company application or third-party integration in connection with the Services.

13 Privacy

Your use of the Services is governed by the Company Privacy Policy, incorporated herein by reference. Company: does not sell User Content or personal data to third parties; does not use User Content to train large language models; may use de-identified or aggregated data for product improvement as described in Section 5.6; and implements reasonable administrative, technical, and organizational safeguards to protect data. Company will notify users of data breaches as required by applicable law.

14 Term and Termination

These Terms commence when you accept them and remain in effect until terminated. You may stop using the Services or request account deletion at any time by contacting [email protected]. Company may suspend or terminate your access at any time, with or without cause and with or without notice. Company may also suspend access without notice if Company has reasonable grounds to suspect a violation of these Terms, pending investigation or resolution.

Upon termination: your right to use the Services ceases immediately; you shall make no further use of the Services; and each party shall make no further use of the other’s confidential information obtained through use of the Services. The following sections survive termination: Sections 8 (DMCA Policy), 9 (Intellectual Property), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), and 16 (Governing Law and Disputes).

15 Regulatory Compliance

The Services are not designed, intended, or validated for use in regulated environments or for compliance with regulatory frameworks, including but not limited to: GxP (GLP, GMP, GCP); FDA 21 CFR Part 11; HIPAA; or ISO standards or similar frameworks. The Services have not been tested or validated for regulatory compliance purposes. Nothing in these Terms shall be construed to transfer from you to Company any FDA or other regulatory record-keeping requirements. You are solely responsible for determining whether your use complies with all applicable laws and regulations.

16 Governing Law and Disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict of law provisions. Before initiating any formal proceeding, the parties agree to attempt good-faith informal resolution for at least 30 days by contacting [email protected].

Binding arbitration. Any unresolved dispute shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, or if the dispute qualifies, its Consumer Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Philadelphia, Pennsylvania, or by videoconference at either party’s request. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees unless the arbitrator finds a claim was brought in bad faith. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.

17 General Provisions

These Terms constitute the entire agreement between you and Company regarding the Services and supersede all prior agreements. If any provision is found unenforceable, it will be modified to the minimum extent necessary and the remainder will continue in full effect. No waiver of any right under these Terms shall be binding unless made in writing. No failure or delay in exercising any right shall constitute a waiver of that right. You may not assign these Terms without our prior written consent. Company may assign these Terms in connection with a merger, acquisition, or sale of assets. Company is not liable for delays or failures caused by events outside its reasonable control. The parties are independent contractors; nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Each party is solely responsible for payment of all compensation owed to its own employees and all employment-related taxes.

For questions about these Terms, contact us at [email protected] or Sigmatic Sciences · A Sapio Sciences Company, 400 East Pratt Street, Suite 800, Baltimore, MD 21202, United States.