Juno Labs, Inc. (d/b/a Scott AI)
Effective Date: June 15, 2026
Entity: Juno Labs Inc., a Delaware corporation
Contact: support@tryscott.ai
Website: https://www.tryscott.ai
These Terms of Service constitute a legally binding agreement between you and Juno Labs, Inc., a Delaware corporation doing business as Scott AI (together with its affiliates, “Scott AI,” “Company,” “we,” “our” or “us”), governing your access to and use of our web application, macOS application, command-line interface (“CLI”), any related software, APIs, documentation, and website located at tryscott.ai (the “Site” and collectively with the foregoing, the “Services”).
YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON, REGISTERING FOR AN ACCOUNT, INSTALLING OR USING THE MACOS APPLICATION OR THE CLI, OR ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. These Terms of Service are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access the Services, whichever is earlier. If you accept or agree to these Terms of Service on behalf of your employer or another legal entity, you represent and warrant that (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understand these Terms of Service; and (iii) you agree to these Terms of Service on behalf of the party that you represent. In such event, “you” and “your” will refer and apply to your employer or such other legal entity.
Any personal data you submit to us or which we collect about you is governed by our Privacy Policy (“Privacy Policy”), available at https://www.tryscott.ai/privacy. You acknowledge that by using the Services, you have reviewed the Privacy Policy. The Privacy Policy is incorporated by reference into these Terms of Service and together form and are hereinafter referred to as this “Agreement.”
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND SCOTT AI CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 12). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
You must register with Scott AI and create an account to use the Services (an “Account”) and as part of that process you will be requested to provide certain information, including without limitation your name and email address. You may also register or sign in to the Services using a third-party identity provider (for example, Google or GitHub), in which case your use of that identity provider is subject to its separate terms and privacy practices, and you authorize us to access and use the information it makes available to us in accordance with the Privacy Policy. By using the Services, you agree to provide true, accurate, current and complete information as prompted by the registration process and to maintain and promptly update the Account information to keep it accurate, current and complete. You are the sole authorized user of your Account. You are responsible for maintaining the confidentiality of any log-in credentials, password, and Account identifier provided by you or given to you by Scott AI for accessing the Services, including any credentials associated with any third-party identity provider you use to access the Services. You are solely and fully responsible for all activities that occur under your password or Account, even if not authorized by you. Scott AI has no control over the use of any user’s Account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or Account or you suspect any other breach of security, you agree to contact Scott AI immediately at support@tryscott.ai.
The person signing up for the Services will be the contracting party (“Account Owner”) for the purposes of these Terms of Service and will be the person who is authorized to use any corresponding Account we provide to the Account Owner in connection with the Services; provided, however, that if you are signing up for the Services on behalf of your employer or other organization, your employer or such organization shall be the Account Owner. As the Account Owner, you are solely responsible for complying with these Terms of Service and only you are entitled to all benefits accruing thereto. Your Account is not transferable to any other person or account. You must immediately notify us of any unauthorized use of your password or identification or any other breach or threatened breach of our security or the security of your Account.
Scott AI may reserve, reclaim, or reassign any workspace, account identifier, subdomain, URL slug, username, or handle that (i) is unused for a commercially reasonable period; (ii) was registered in bad faith or for the purpose of resale; (iii) infringes the trademark or other rights of a third party; (iv) impersonates another person or entity; (v) Scott AI reasonably determines is offensive, confusingly similar to a Scott AI brand or product name, or otherwise inappropriate; or (vi) Scott AI is required to reclaim by court order or other legal process. Scott AI will provide reasonable advance notice when practicable and will not be liable for any loss arising from such reclamation.
Access to the Services is offered on a subscription basis, which may include monthly per-user or per-seat pricing and usage-based pricing for consumption of compute, tokens, or other metered resources, in each case as described on the Services or in an applicable order form. Unless otherwise expressly stated in an order form or separate written agreement, subscriptions automatically renew for successive terms of equal duration, and usage-based charges are billed in arrears based on your actual consumption. You may cancel or change your subscription at any time through the account management features of the Services or by contacting us at support@tryscott.ai; cancellation will take effect at the end of your then-current billing period and, except as required by law or expressly set forth in an order form, fees already paid are non-refundable.
Payment and any other expenses must be paid through the third-party payment processing system (the “PSP”) as indicated on the Services. You may be required to register with the PSP, agree to terms of service of the PSP, provide your payment details to the PSP and go through a vetting process at the request of the PSP to set up an account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, you agree that you have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that Scott AI is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that Scott AI has no obligations, responsibility or liability to any user or any other party under the PSP Services Agreement.
All prices and fees displayed on the Services are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Any applicable Taxes are based on the rates applicable to the billing address you provide to us, and will be calculated at the time a transaction is charged to your Account. Unless otherwise indicated, all prices, fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
“Customer Content” means any source code, documentation, prompts, project plans, specifications, requirements, metrics, knowledge base content, integrations, configurations, outputs, and other materials or data that you or your authorized users submit to, upload to, input into, or otherwise make available to the Services (including via the CLI or any integration the Services make with your code repositories, knowledge bases, metrics systems or other tools). As between you and Scott AI, you (or your licensors) retain all right, title and interest in and to Customer Content, including all intellectual property rights therein. Scott AI claims no ownership rights in Customer Content.
You hereby grant Scott AI a worldwide, non-exclusive, royalty-free, fully paid-up license to host, copy, transmit, display, process, analyze, modify (including through the generation of derivative works such as plans, summaries, suggestions, and outputs), and otherwise use Customer Content solely to: (i) provide, maintain, support, secure, and improve the Services for you and your authorized users; (ii) perform obligations and exercise rights under this Agreement; (iii) prevent or address service, security, technical, or compliance issues; (iv) comply with applicable law; and (v) conduct internal testing, evaluation, benchmarking, and quality assurance of the Services and AI Functions, including using de-identified or pseudonymized Customer Content. We will not use Customer Content to train any foundation model or other large-scale machine-learning model that is made available to third parties, and we will not disclose Customer Content in a form that identifies you or your authorized users to any other customer. We may collect and use aggregated or de-identified data derived from use of the Services (for example, usage statistics and metrics about performance) for any lawful business purpose, including to analyze, maintain, improve, and promote the Services.
For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement or any technical documentation, Scott AI will not, and will not permit any AI Provider or other third party to, use Customer Content to develop, train, fine-tune, adapt, or otherwise improve any foundation model or other generally available machine-learning model, whether developed by Scott AI or by a third party, except (a) to the extent you expressly opt in through a separate written agreement with Scott AI or (b) for customer-specific models used solely to operate the Services for you and your authorized users that are not made available to any other Scott AI customer.
You represent and warrant that you have, and will maintain, all rights, licenses, consents, and permissions necessary for Scott AI to exercise the rights granted in this Section 3 with respect to Customer Content, and that Customer Content, and our authorized use of Customer Content, will not infringe or violate the rights of any third party (including any intellectual property, privacy, publicity, or confidentiality rights) or violate any applicable law. You are solely responsible for the accuracy, quality, legality and content of Customer Content and for maintaining appropriate backups of Customer Content.
You further represent, warrant, and covenant that you will not submit to, or process through, the Services any (i) protected health information regulated by the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”); (ii) cardholder data subject to the Payment Card Industry Data Security Standard (“PCI DSS”); (iii) consumer financial information regulated by the Gramm‑Leach‑Bliley Act (“GLBA”); (iv) personal information of children under the age of 13 regulated by the Children’s Online Privacy Protection Act (“COPPA”); (v) classified or controlled unclassified information; or (vi) other data subject to sector‑specific regulatory regimes that require a supplemental written agreement, business associate agreement, or similar instrument (collectively, “Regulated Data”), unless you and Scott AI have entered into a separate written agreement that expressly authorizes such submission and allocates responsibility for compliance. The Services are not designed, warranted, or certified to meet the compliance requirements applicable to Regulated Data, and you are solely responsible for any noncompliance resulting from your submission of Regulated Data.
“Usage Data” means technical data, logs, telemetry, diagnostic information, aggregated and de‑identified metrics, and other information generated by Scott AI’s systems in connection with the configuration, operation, support, and use of the Services, in each case excluding Personal Information (as defined in the Privacy Policy) and Customer Content. As between the parties, Scott AI exclusively owns all right, title, and interest in and to Usage Data. Scott AI may collect, generate, analyze, and use Usage Data to operate, secure, maintain, analyze, and improve the Services and AI Functions, to develop new features and products, to produce industry benchmarks, and for any other lawful business purpose, and may share Usage Data with third parties in aggregated or de‑identified form that does not identify you or your authorized users.
“AI Functions” is defined as features and capabilities offered as part of the Services that utilize artificial intelligence, machine learning, large language models, or similar technologies developed by Company and/or Company’s third-party providers (such third-party providers, collectively, the “AI Providers”). Company and/or its licensors exclusively own all right, title, and interest in and to the AI Functions, including all associated Intellectual Property Rights (as defined below), except for the rights to use provided in this Agreement, and no other rights or permissions to any of the AI Functions are granted.
Notwithstanding anything to the contrary in any applicable agreement between you and Scott AI, Scott AI may collect and use data of your interaction with, or use of, the AI Functions solely to the extent necessary for us to: (i) provide you with the AI Functions’ functionalities; (ii) maintain, improve, modify, and develop the AI Functions; (iii) comply with applicable laws and regulations; and (iv) enforce the respective policies applicable thereto, provided, however, that Scott AI will not disclose any such data to other users of the Services or otherwise in a manner that allows such data to be identified as relating to you.
You may not use the AI Functions (i) to develop foundation models or other large-scale models that compete with Scott AI or the AI Functions; (ii) to mislead any person that the Services or the outputs thereof were solely human generated; (iii) to generate, transmit, or facilitate malware, exploits, or other malicious code; or (iv) in a manner that violates the Agreement or any technical documentation and usage guidelines.
Scott AI does not make any representation, warranty or indemnity as to the results that may be obtained from the use of the AI Functions or the accuracy, currency or completeness of any other information obtained through the AI Functions. You understand and agree that any material and/or data obtained through the use of any AI Functions is done at your sole risk. Outputs of the AI Functions, including generated or suggested plans, code, specifications, and other artifacts, should be treated as suggestions only; you are solely responsible for independently reviewing, testing, and validating such outputs before relying on them, implementing them, or deploying them into any production environment. You should not rely on factual assertions without independently fact-checking their accuracy. The AI Functions cannot dynamically retrieve information and may not account for events or changes to underlying facts occurring after the applicable model was trained. No information or advice, whether oral or written, obtained by you from Scott AI or through the AI Functions shall create any warranty not expressly made herein.
Certain AI Functions may include autonomous or agentic capabilities—including, without limitation, features that execute code, apply edits to files, install packages or dependencies, run shell commands, perform database operations, call third‑party APIs, deploy software, or take other actions within your environment, systems, or accounts without requiring manual review or approval of each individual action. To the extent you enable, authorize, or grant permission to any autonomous or agentic capability, you acknowledge and agree that (i) you are solely responsible for the design, configuration, sandboxing, and supervision of such capability, for the decision whether to enable it for any particular task, environment, or scope, and for reviewing, approving, and/or reversing any resulting action; (ii) you assume all risk of outages, data loss or corruption, security vulnerabilities, unauthorized expenditures (including third‑party service fees), unintended modifications, regulatory noncompliance, and any other consequences arising from actions taken by the AI Functions; and (iii) Scott AI will have no liability for any loss, damage, or other consequence arising from the use of autonomous or agentic capabilities, except to the extent expressly provided in a separate written agreement.
From time to time, Scott AI may make beta, preview, alpha, experimental, limited‑release, or early‑access features of the Services or AI Functions available to you (collectively, “Beta Features”). Beta Features are provided “as is” and “as available,” may be modified, suspended, or discontinued at any time without notice, may contain bugs, errors, performance limitations, or security issues, and are excluded from any service‑level commitments, uptime targets, warranties, indemnities, or support obligations that Scott AI may offer for generally available Services. Your use of Beta Features is voluntary and at your sole risk. Feedback you provide about Beta Features constitutes Feedback under Section 8.
You represent and warrant that: (i) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide. Where you enter into this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement.
You further represent and warrant that (i) you have read, understand, and agree to be bound by these Terms of Service and the Privacy Policy in order to access and use the Services, and (ii) when using or accessing the Services, you will act in accordance with any applicable local, state, federal or foreign law or custom and in good faith.
You further represent, warrant, and covenant that: (i) you are not located in, organized under the laws of, or ordinarily resident in any country or region that is, at the time of access, the subject of comprehensive U.S. sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Kherson, and Zaporizhzhia regions of Ukraine); (ii) you are not a person identified on the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department’s Denied Persons List, Entity List, or Unverified List, or any other applicable restricted‑party list administered by the U.S., U.K., E.U., or the United Nations; (iii) you will not access or use the Services in violation of any U.S. or other applicable export‑control, sanctions, or anti‑boycott law, including the U.S. Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR); and (iv) you will not export, re‑export, transfer, or otherwise make available the Services or any output of the AI Functions to any person, entity, country, region, or end use prohibited by applicable law.
You agree not to engage in any of the following prohibited activities, among others: (i) copying, distributing, or disclosing any part of the Services in any medium other than as allowed by the Services and these Terms of Service; (ii) using any automated system (other than any functionalities of the Services), including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services; (iii) transmitting spam, chain letters, or other unsolicited email or attempting to phish, pharm, pretext, spider, crawl, or scrape; (iv) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Services; (v) violating any international, federal, provincial or state regulations, rules, laws, or local ordinances; (vi) conducting any unlawful purposes or soliciting others to perform or participate in any unlawful acts; (vii) uploading invalid data, viruses, worms, or other software agents through the Services, or submitting any Customer Content that contains malicious code or that you do not have the right to submit; (viii) infringing upon or violating our intellectual property rights or the intellectual property rights of others; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) harassing, insulting, harming, abusing, defaming, stalking, threatening, intimidating or otherwise violating the legal rights (such as of privacy and publicity) of any other users or visitors of the Services or staff member of Scott AI; (xi) interfering with or any activity that threatens the performance, security or proper functioning of the Services; (xii) uploading or transmitting viruses or any other type of malicious code; (xiii) attempting to decipher, decompile, disassemble or reverse engineer any of the software or algorithms used to provide the Services, or to extract, derive, or replicate the models, weights, or parameters underlying the AI Functions; (xiv) bypassing the security features or measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xv) attempting to access unauthorized Accounts or to collect or track the personal information of others; (xvi) providing unauthorized access of your Account to others; (xvii) using the Services for any purpose or in any manner that infringes the rights of any third party; (xviii) using the Services or outputs of the AI Functions to develop, train or improve any product or service that competes with Scott AI or the AI Functions; or (xix) encouraging or enabling any other individual to do any of the foregoing.
You hereby warrant and represent that, other than as fully and promptly disclosed to Scott AI as set forth below, you do not have any motivation, status, or interest which Scott AI may reasonably wish to know about in connection with the Services, including without limitation, if you are using or will or intend to use the Services for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Scott AI in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the Services.
Unless otherwise agreed to in writing between you and Scott AI (either in an order form or a separate agreement for a paid subscription), either party may terminate these Terms of Service for any or no cause, at any time. You may cancel and delete your Account at any time by either using the features on the Services to do so (if applicable and available) or by written notice to support@tryscott.ai; provided, however, that in no event will you be entitled to any refund of prepaid fees in the event of such a termination by you. After cancellation, you will no longer have access to your Account, your profile or any other information through the Services. The provisions of these Terms of Service which by their intent or meaning are intended to survive such termination, including without limitation the provisions relating to ownership, disclaimer of warranties, limitations of liability, confidentiality and indemnification, shall survive the termination of these Terms of Service and any termination of your use of or subscription to the Services and shall continue to apply indefinitely.
We reserve the right to refuse the Services to anyone for any reason at any time. Scott AI may terminate, suspend or limit your right to use the Services in the event that we are investigating or believe that you have breached any provision of this Agreement, or that your use of the Services poses a security, legal, or operational risk to the Services, Scott AI, or other users, by providing you with written or email notice. Such termination, suspension or limitation will be effective immediately upon delivery of such notice. If Scott AI terminates or limits your right to use the Services pursuant to this section, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.
Scott AI may establish, publish, and from time to time modify, reasonable limits on your use of the Services, including rate limits, quotas on API requests, limits on concurrent sessions, compute consumption, inference tokens, file size, bandwidth, and storage. Scott AI may throttle, suspend, or reduce access that exceeds these limits, that creates an unreasonable load on the Services or any AI Provider, or that Scott AI reasonably believes is abusive, automated in violation of Section 5, or otherwise inconsistent with permitted use. Published limits may appear in Scott AI’s technical documentation and may change from time to time.
Even after your right to use the Services is terminated or limited, this Agreement will remain enforceable against you. Scott AI reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 12 of these Terms of Service.
Scott AI reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services at its sole discretion. Scott AI is not liable to you for any modification or discontinuance of all or any portion of the Services. Scott AI has the right to restrict anyone from completing registration as a user if Scott AI believes such person may threaten the safety and integrity of the Services, or if, in Scott AI’s discretion, such restriction is necessary to address any other reasonable business concern.
Following the termination or cancellation of your Account, we reserve the right to delete all your data, including Customer Content, in the normal course of operation, subject to any data-retention obligations under applicable law. Except as required by law or expressly agreed in writing, your data cannot be recovered once your Account is terminated or cancelled. You are responsible for exporting or otherwise preserving any Customer Content you wish to retain prior to termination.
Except in cases involving (i) a violation of law; (ii) a material breach of Section 3 (Customer Content), Section 5 (Representations and Warranties), Section 8 (Intellectual Property Rights), or Section 9 (Confidential Information); (iii) unpaid fees that remain outstanding for more than ten (10) days after notice; or (iv) a credible threat to the security, integrity, or availability of the Services, Scott AI will use commercially reasonable efforts to provide you with written notice of a suspected breach and a reasonable opportunity of not less than fifteen (15) days to cure before exercising its right to suspend or terminate your access under this Section 6.
The Services may contain links (such as hyperlinks) to, or integrations with, third-party websites, applications, or services, including without limitation source-code repositories, knowledge bases, metrics platforms, identity providers, and AI Providers. Such links or integrations do not constitute endorsement by Scott AI or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Scott AI does not control any such websites or services, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites and services. You acknowledge and agree that Scott AI is not involved in the creation or development of third-party websites or services and disclaims any responsibility for third-party websites or services, and cannot be liable for claims arising out of or relating to third-party websites or services. Further, you acknowledge and agree that Scott AI has no obligation to monitor, review, or remove links to third-party websites or services, but reserves the right to limit or remove links to third-party websites or services on the Services at its sole discretion.
The use of any website or service controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites or services. You access such third-party websites and services at your own risk. Scott AI expressly disclaims any liability arising in connection with your use and/or viewing of any websites, services, or other material associated with links or integrations that may appear on the Services. You hereby agree to hold Scott AI harmless from any liability that may result from the use of links or integrations that may appear on the Services.
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that users see or read through the Services, other than Customer Content and any content licensed from a third party, is owned by Scott AI. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Scott AI owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights (collectively, “Intellectual Property Rights”). You may not copy, download, use, redesign, reconfigure, or retransmit anything from the Services without Scott AI’s express prior written consent.
Any use of such Proprietary Material, other than as permitted herein, is expressly prohibited without the prior permission of Scott AI.
The service marks and trademarks of Scott AI, including without limitation “Scott AI,” “Juno Labs,” and related logos, are service marks owned by Scott AI. Any other trademarks, service marks, logos and/or trade names appearing via the Services are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Additionally, you may choose to or we may invite you to submit comments, ideas, or feedback about the Services, including without limitation about how to improve our services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Scott AI under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Scott AI does not waive any rights to use similar or related Feedback previously known to Scott AI, developed by its employees, or obtained from sources other than you. You acknowledge that all email and other correspondence that you submit to us (other than Customer Content governed by Section 3) shall become our sole and exclusive property.
If you have registered for the Services on behalf of a business or organization, you grant Scott AI a limited, worldwide, non‑exclusive, royalty‑free license to use your name, logos, trademarks, service marks, and trade names (collectively, “Brand Assets”) to identify you as a customer of Scott AI on Scott AI’s website, in pitch decks and investor materials, in marketing and promotional content, and in other customer‑identification contexts, in each case consistent with any brand guidelines you provide in writing. You may revoke this license at any time by written notice to support@tryscott.ai, and Scott AI will cease new uses of your Brand Assets within a commercially reasonable period following such notice; Scott AI need not recall materials already in distribution at the time of revocation.
In accordance with the Digital Millennium Copyright Act of 1998, as amended (the “DMCA”), Scott AI has designated an agent to receive notifications of claimed copyright infringement involving material made available through the Services. Written notifications that comply with 17 U.S.C. § 512(c)(3) should be sent to: DMCA Agent, Juno Labs, Inc., 205 Hudson Street, New York, NY 10013; email: dmca@tryscott.ai. Scott AI will respond in accordance with the DMCA, including providing a counter‑notification procedure for users whose content is removed. It is Scott AI’s policy to terminate, in appropriate circumstances, the accounts of users who are determined to be repeat infringers of copyright.
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of Scott AI and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the Services in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify Scott AI in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Scott AI upon termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of Scott AI’s trade secrets, confidential and proprietary information, and all other information and data of Scott AI that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, models, weights, prompts, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to Scott AI or Scott AI’s business, operations or properties, including information about Scott AI’s staff, users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation. Scott AI’s obligations with respect to Customer Content are addressed in Section 3 and the Privacy Policy, and not in this Section 9.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SCOTT AI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE SERVICES OR THE CONTENT OF ANY SITES LINKED TO THE SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL. Scott AI does not guarantee any particular financial, revenue, performance, customer satisfaction or other outcome resulting from the Services.
SCOTT AI IS NOT YOUR AGENT AND HAS NO AUTHORITY TO BIND YOU. YOU ACKNOWLEDGE THAT SCOTT AI DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR YOUR BUSINESS, ENGINEERING, OR ARCHITECTURAL DECISIONS, OR FOR ANY CODE OR OTHER OUTPUTS YOU CHOOSE TO MERGE, DEPLOY, OR OTHERWISE PUT INTO PRODUCTION.
YOU UNDERSTAND AND AGREE THAT ANY INFORMATION OBTAINED THROUGH USING AI FUNCTIONS WITHIN THE SERVICES IS AT YOUR SOLE RISK. DO NOT RELY ON INFORMATION, CONTENT, MATERIALS, OR WORKFLOWS/PROCESSES FROM THE AI FUNCTIONS WITHOUT INDEPENDENT REVIEW OF FUNCTIONALITY AND SUITABILITY FOR YOUR NEEDS. NO SUCH INFORMATION OR SUGGESTIONS OBTAINED BY YOU FROM AI FUNCTIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
UNDER NO CIRCUMSTANCES WILL SCOTT AI AND ITS AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY SCOTT AI, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT SCOTT AI AND ITS AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE LOWER OF (I) THE TOTAL FEES PAID BY YOU TO SCOTT AI DURING THE SIX MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE OR (II) ONE HUNDRED DOLLARS ($100), TO THE EXTENT PERMITTED BY APPLICABLE LAW.
You hereby agree to indemnify, defend, and hold harmless Scott AI and its officers, directors, employees, agents, attorneys, insurers, successors and assigns (the “Indemnified Parties”) from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Liabilities”) incurred in connection with (i) your use or inability to use the Services; (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any user or third party; (iv) any Customer Content or other content submitted by you or using your Account to the Services, including, but not limited to, the extent such content may infringe on the intellectual property rights of a third party or otherwise be illegal or unlawful; and (v) your failure to obtain rights, consents or authorizations necessary for Scott AI to exercise the rights granted in Section 3. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure. Scott AI reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Scott AI.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND SCOTT AI CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SCOTT AI TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
You agree that, in the event any dispute or claim arises out of or relating to your use of the Services, you will contact us at support@tryscott.ai and you and Scott AI will attempt in good faith to negotiate a written resolution of the matter directly. You agree that if the matter remains unresolved for 30 days after notification (via certified mail or personal delivery), such matter will be deemed a “Dispute” as defined below. Except for the right to seek injunctive or other equitable relief described under the “Binding Arbitration” section below, should you file any arbitration claims, or any administrative or legal actions without first having attempted to resolve the matter by mediation, then you agree that you will not be entitled to recover attorneys’ fees, even if you may have been entitled to them otherwise.
Binding Arbitration. You and Scott AI agree that any dispute, claim or controversy arising out of or relating to this Agreement or to your use of the Services (collectively “Disputes”) will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. This means that you and Scott AI both agree to waive the right to a trial by jury. Notwithstanding the foregoing, you may bring a claim against Scott AI in “small claims” court, instead of by arbitration, but only if the claim is eligible under the rules of the small claims court and is brought in an individual, non-class, and non-representative basis, and only for so long as it remains in the small claims court and on an individual, non-class, and non-representative basis.
Class Action Waiver. You and Scott AI agree that any proceedings to resolve Disputes will be conducted on an individual basis and not in a class, consolidated, or representative action. This means that you and Scott AI both agree to waive the right to participate as a plaintiff or class member in any class action proceeding. Further, unless you and Scott AI agree otherwise in writing, the arbitrator in any Dispute may not consolidate more than one person’s claims and may not preside over any form of class action proceeding.
Arbitration Administration and Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at http://www.adr.org or by calling the AAA at 1-800-778-7879.)
Arbitration Process. A party who desires to initiate the arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of New York and will be selected by the parties from the AAA’s roster of arbitrators with relevant experience. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with AAA Rules.
Arbitration Location and Procedure. Unless you and Scott AI agree otherwise, the seat of the arbitration shall be in New York, New York. If your claim does not exceed USD $10,000, then the arbitration will be conducted solely on the basis of documents you and Scott AI submit to the arbitrator, unless you request a hearing and the arbitrator then determines that a hearing is necessary. If your claim exceeds USD $10,000, your right to a hearing will be determined by AAA Rules. Subject to AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Hearings may be conducted by telephone or video conference, if requested and agreed to by the parties.
Arbitrator’s Decision and Governing Law. The arbitrator shall apply Delaware law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized by law. The arbitrator will render an award within the timeframe specified in the AAA Rules. Judgment on the arbitration may be entered in any court having jurisdiction thereof. Any award of damages by an arbitrator must be consistent with the “Disclaimer of Warranties” and “Indemnification” sections above. The arbitrator may award declaratory or injunctive relief in favor of the claimant only to the extent necessary to provide relief warranted by the claimant’s individual claim.
Fees. Each party’s responsibility to pay the arbitration filing, administrative and arbitrator fees will depend on the circumstances of the arbitration and are set forth in the AAA Rules.
Except as provided in Section 12 or expressly provided in writing otherwise, this Agreement and your use of the Services will be governed by, and will be construed under, the laws of the State of Delaware, without regard to choice of law principles. This choice of law provision is only intended to specify the use of Delaware law to interpret this Agreement.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
Failure by Scott AI to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Scott AI with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Class Action Waiver” in Section 12, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (i) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (ii) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (1) to a parent or subsidiary, (2) to an acquirer of assets, or (3) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. This Agreement will inure to the benefit of Scott AI, its successors and assigns.
In any action, arbitration, or other proceeding arising out of or relating to this Agreement (other than a claim brought on an individual basis in a small‑claims court), the prevailing party is entitled to recover its reasonable attorneys’ fees, expert‑witness fees, and other costs incurred in the proceeding, in addition to any other relief to which such party is entitled.
Neither party will be liable for any failure or delay in performance under this Agreement (other than payment obligations) to the extent caused by circumstances beyond the party’s reasonable control, including acts of God, labor disputes, shortages of supplies, acts of governmental authority, war, terrorism, civil unrest, cyberattacks, denial‑of‑service attacks, power outages, telecommunications or internet failures, epidemics and pandemics, and outages or service interruptions affecting any AI Provider, foundation‑model API, cloud‑hosting provider, or other third‑party infrastructure on which the Services materially depend. The affected party will notify the other party as soon as reasonably practicable and will use commercially reasonable efforts to resume performance.
Scott AI reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement, suspend, discontinue, or delete any of the terms and conditions of this Agreement (including these Terms of Service and Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Services or any content or information through the Services at any time, effective with or without prior notice and without any liability to Scott AI. Scott AI will endeavor to notify you of material changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Services. Your continued use of the Services following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Scott AI may also impose limits on certain features or restrict your access to part or all of the Services without notice or liability.
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on the Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
If you have any questions about these Terms of Service or about the Services, please contact us by email at support@tryscott.ai or by mail to Juno Labs, Inc., 205 Hudson Street, New York, NY 10013.