Terms of service

Introduction to terms

These Terms of Service ("Terms") establish the framework and conditions for your use of the service ("Service") provided by Scout. This document constitutes a binding legal agreement between you or the legal entity you represent ("You") and Senesca UG ("Scout").

Nature of the Agreement

By accepting these Terms, you enter into a contractual relationship with Scout. This agreement includes these Terms and the Privacy Policy. It is essential to understand that by using the Service, you agree to be bound by these Terms.

Compliance and Acceptance

By accessing the Service, you commit to comply with these Terms, adhere to any rules and guidelines provided within your user account or on the Scout website, and agree to the terms outlined in the Scout Privacy Policy. Failure to comply with these guidelines may result in termination of your access to the Service.

Representation and Authority

If you are acting on behalf of a legal entity, such as a company, you confirm that you have the necessary authorization to agree to these Terms on behalf of that entity.

Scout is offered only to businesses and professionals. By accepting these Terms you confirm that you use the Service for your trade, business or profession, and not as a consumer.

Importance of Understanding the Terms

Please review these Terms thoroughly. They outline your rights and obligations in connection with the use of the Service. We recommend keeping a copy of these Terms for your records.

Detailed Description of the Service

Scout is a relationship and deal-flow platform for professional investors and the people who work with them. It lets You keep a record of the people and companies You work with, organise them in pipelines ("stacks"), research companies and investors, prepare for meetings, and draft and send messages. Information You add to Scout, whether You enter it directly, upload it, or bring it in from an account You connect, is "Your Content".

Scout can draft messages for You. A message is only sent from Your account when You choose to send it.

Alongside Your Content, Scout shows You information about companies and people compiled from publicly available and third-party business sources. Scout does not guarantee the accuracy or validity of this information, including any specific characteristics of the companies or their personnel. Scout is not liable for any investment decisions You may or may not make.

The Service's functionalities and requirements are elaborated on the Scout website or through documentation provided by Scout.

Accessing and Using the Service

To access the Service, you sign in with an email address, either through a sign-in link we send to it or through your Google or Microsoft account. This, and anything else you use to sign in, forms your "Login Information," essential for accessing and managing your account. It is your responsibility to ensure that all provided information is accurate, complete, and promptly updated as necessary.

Responsibility for Your Account

You bear sole responsibility for all activities under your account, necessitating the confidentiality of your Login Information.

Usage Restrictions

You agree to the following:

Avoid introducing harmful or disruptive elements into the Service, such as viruses or other malicious software.
Refrain from attempting to reverse engineer or otherwise derive the source code or inner workings of the Service.
Not engage in activities that could disrupt, overburden, or interfere with other users' access to the Service.
Prohibit the unauthorized redistribution, modification, or commercial exploitation of any part of the Service.

Scout's Right to Enforce Compliance

Scout reserves the right to deny access to the Service in the event of non-compliance with these Terms or applicable laws. Additionally, Scout may modify or remove content, or terminate these Terms without prior notice if violations are detected.

Content Disclaimers

You acknowledge your responsibility for the content you provide and confirm that such content does not infringe on any third-party rights, including intellectual property. Scout is not liable for any issues related to the content you upload, nor for its accuracy or security.

Continuous Development and Service Quality

Scout is committed to continuously developing and improving the Service, which may involve updates, modifications, and temporary unavailability. While we strive to maintain high-quality service, we do not guarantee uninterrupted access or error-free operation.

Payments and Fees

Some parts of the Service are available with a free account; others require payment of fees. Detailed information about pricing, payment terms, and any associated taxes or additional charges will be provided before you are charged. You are responsible for all payments. Scout may adjust pricing with notice, and such changes may affect renewal terms and costs.

Connected Accounts and Messaging

You may connect accounts you use with other services to Scout, such as your email, calendar, LinkedIn, WhatsApp or transcription tools such as Granola ("Connected Accounts"). Scout then reads the information it needs from them to provide the Service, as described in the Privacy Policy. You can disconnect a Connected Account at any time in Settings → Integrations.

Business Use Only

Scout is a professional tool. You may only connect accounts and sync conversations, phone numbers and contacts for your business or professional activities, such as your deals, investors, portfolio and network. Do not use Scout for personal, household, family or sensitive conversations. If a conversation is not about your work, do not sync it.

Your Contacts' Data

When you sync a conversation or save a phone number or other contact detail, you confirm that it relates to your work, that you are entitled to share it with Scout, and that you have a lawful basis under the data protection law that applies to you for keeping a record of it, such as an existing business relationship. You are responsible for how you use the information you add, including any messages you send through Scout.

Your Team Sees Your Network

Colleagues in your Scout workspace can see that you are connected to, or have been in touch with, someone, and the phone numbers and contact details you confirm, so that they can ask you for an introduction. They cannot read your messages unless you share them.

Scout is not affiliated with, endorsed by or sponsored by WhatsApp or Meta. Scout lists your WhatsApp chats for you to review, and a one-to-one chat is only synced once you choose to sync it. You may only connect a WhatsApp account you are permitted to use. Scout is not responsible if WhatsApp restricts, suspends or closes your account.

Scout is not affiliated with, endorsed by or sponsored by LinkedIn. Connecting LinkedIn lets Scout read your LinkedIn messages and connections and, when you ask it to, send messages or connection requests from your account. LinkedIn's User Agreement restricts third-party tools that access accounts, and LinkedIn may limit or suspend accounts that use them. By connecting, you accept that risk. Scout is not responsible if LinkedIn restricts, suspends or closes your account.

You Stay in Control

Scout only sends a message or connection request from a Connected Account when you choose to send it. Scout does not run automated outreach, bulk invitations or campaigns from your accounts.

AI Assistants

You may connect Scout to an AI assistant of your choice, such as Claude. The assistant can then read what you can see in Scout. Its provider's own terms and privacy policy apply to what it receives, and you are responsible for what you ask it to do with your Scout data.

Intellectual Property Rights

Scout's Exclusive Rights

All intellectual property rights in and to the Service, except for the content you provide ("Your Content"), are the exclusive property of Scout. This includes but is not limited to, all underlying code, interfaces, algorithms, design elements, and any documentation or other material related to the Service. These rights are protected under both domestic and international intellectual property laws and treaties. As a user, you do not acquire any ownership or other rights in the Service other than those explicitly granted by these Terms.

Limited Licence Granted to Users

Upon your acceptance of these Terms and payment of any applicable fees, Scout grants you a non-transferable, non-exclusive, revocable license to access and use the Service for your business purposes. This license does not grant you any rights to the Service's underlying code, design, or any other aspect of the Service that is not explicitly needed for normal use. The Service is provided to you as a license and not as a sale. Scout retains all rights not expressly granted to you under these Terms.

Restrictions on Use

You are strictly prohibited from modifying, distributing, copying, republishing, or using the Service or any of its components outside the scope of the intended functionality of the Service. Any use of Scout's trademarks, branding, logos, and other proprietary graphics without Scout's prior written permission is strictly prohibited.

Post-Termination Rights

Upon termination of these Terms for any reason, your license to use the Service will cease immediately. However, Scout may retain copies of Your Content if required or permitted by law. You agree to cease all use of any intellectual property owned by Scout and acknowledge that your obligations regarding Scout's intellectual property will survive termination of these Terms.

Rights to the Content

User Ownership

As a user, you retain all rights to Your Content that you submit, upload, or otherwise make available through the Service. This includes data, documents, and other materials, whether submitted through your account directly or via any of our integrations. You also retain rights to any information or data generated as a result of using the Service.

Grant of Rights to Scout

By submitting Your Content to the Service, you grant Scout the right to process, analyse, and display Your Content for the purpose of providing and improving the Service, as described below and in the Privacy Policy. This includes processing Your Content with artificial intelligence services that act on Scout's instructions, and combining it with third-party data. You confirm that you have all necessary rights to grant this licence and that Your Content does not infringe upon any third-party rights.

Your Content Stays Private to Your Workspace

Your Content is shown only to you and the people in your Scout workspace, except in the cases listed below. Scout never shows Your Content to another Scout customer.

Scout does use the identifiers in Your Content, such as email addresses, phone numbers and website addresses, to recognise when two records describe the same person or company and to keep them as one. This keeps information accurate for everyone, and it does not reveal Your Content to anyone else.

Your Content becomes visible beyond your workspace only when you deliberately choose it:

when you share something, such as a stack, a room, an event guest list, a page or a Soniq profile, the people or organisations you share it with can see what you shared;
investment information from a public LinkedIn post that you add to Scout becomes part of Scout's shared directory; and
a company that you add together with its website becomes part of Scout's shared directory.

Scout uses service providers, including hosting, artificial intelligence, messaging and payment providers, to run the Service. They process Your Content only on Scout's instructions and only to provide the Service. The Privacy Policy lists them.

Copyright Infringement

You are responsible for ensuring that Your Content does not violate any copyright, patent, trademark, trade secret, or other intellectual or proprietary rights of any third party. In the event of a claim of infringement, Scout reserves the right to remove Your Content or terminate your access to the Service as per its sole discretion.

Processing of Personal Data

Collection and Use

Scout collects personal data related to your use of the Service. This may include information required to create and maintain your account, as well as data generated through your use of the Service. By using the Service, you consent to Scout's collection, use, and disclosure of your personal data in accordance with the Privacy Notice and any applicable Data Processing Agreement.

Security and Privacy

While Scout takes reasonable steps to protect the security and privacy of your personal data, the nature of electronic communications means that total security cannot be guaranteed. Scout is not responsible for any interception or interruption of any communications or for changes to or losses of data through the use of the Service.

Compliance with Laws

Scout will process personal data in compliance with applicable laws, including EU data protection regulations. As a user, you acknowledge that you are responsible for ensuring that your use of the Service complies with all relevant data protection laws.

Access by Scout Staff

Scout staff may view your workspace only to provide support you have asked for, to investigate a fault, security issue or misuse, or where the law requires it. Every such access is recorded with its reason.

Data Processor Agreement

For personal data in Your Content, Scout acts as a data processor on your behalf, and you are the data controller. For the data Scout holds for its own purposes, such as Scout's shared directory of companies and people, recognising when two records describe the same person, and your own account, Scout is the controller. Both are described in Scout's Privacy Policy, which forms an integral part of these Terms.

Liability, Limitation of Liability, and Disclaimer of Warranties

Service Provided "As-Is"

Scout provides the Service on an "as-is" and "as-available" basis. This means that the Service comes without any form of warranty, either expressed or implied. Specifically, Scout disclaims any warranties of merchantability, fitness for a particular purpose, compatibility, workmanship, accuracy, availability, and non-negligent performance. The only warranties applicable are those explicitly outlined in these Terms.

Indemnification by Users

As a user, you agree to indemnify, defend, and hold harmless Scout and its partners from any claims, liabilities, and expenses arising from your use of the Service that violates these Terms or any applicable laws. This includes any infringement of intellectual property rights, proprietary information, privacy violations, or other rights by you or anyone using your account, whether or not such use was authorised.

Scout's Rights in Defense

In the event of a claim where you are obliged to provide indemnification, Scout reserves the right to take over the exclusive defence and control of the matter at its own expense. You are expected to cooperate fully with Scout in defending against such claims.

Limitation of Scout's Liability

Scout shall not be liable for any indirect damages that may arise from the use of the Service. This includes, but is not limited to, incidental and consequential damages, loss of profits or business opportunities, business interruption, or damages resulting from the loss of confidentiality, data, or access to the Service.

User-Initiated Termination

Termination of Agreement

In order to terminate this agreement, you must notify Scout via email. You can do this at any point during the agreement. You will continue to be able to use Scout's Services till the end of your subscription period and this agreement will be valid until then. No reimbursements will be made unless your cancellation occurs within 14 days of the payment of your subscription.

Termination by Scout

Scout may terminate these Terms within one month's notice without specifying a cause. Scout will reimburse any payments made for the Services beyond termination initiated by Scout.

Breach of Terms

If you breach these Terms or the Privacy Notice, Scout may terminate your access to the Service immediately and without prior notice. No reimbursements will be made in the case of a breach of these Terms or the Privacy Notice.

Effects of Termination

It is important to note that termination does not entitle you to any reimbursement for the unused portion of any prepaid subscription and this agreement will remain valid till the end of your subscription period unless otherwise stated.

By accepting these Terms, you acknowledge and agree to these provisions regarding liability, the limitation of liability, and the disclaimers of warranties, ensuring a clear understanding of your relationship with Scout and the extent of liabilities involved.

You will continue to have access to your account until the end of your subscription period. Scout can assist you with the transfer of data associated with your account. Once your subscription period has ended, Scout will delete all associated data, including documents related to investment cases as soon as practicable, but in all cases within one month. You may ask for the deletion of your data at any point in time. Upon requesting the deletion of your data, Scout will permanently remove all data you have uploaded during the duration of your usage of Scout, except information that you chose to make part of Scout's shared directory or to share publicly, as described under "Your Content Stays Private to Your Workspace".

Force Majeure Clause

Force Majeure events, which are circumstances beyond the reasonable control of either party (such as natural disasters, pandemics, labor disputes, legal changes, or technology failures), relieve both parties from their contractual obligations as long as the Force Majeure event persists. Neither party will hold liability for failing to perform their contractual duties under these extraordinary circumstances, with the exception of any financial obligations incurred before the event.

Right of Assignment

Scout holds the right to assign its rights and obligations under these Terms to a third party at its discretion. This means that Scout can transfer its responsibilities or rights under this agreement to another entity without requiring your explicit consent.

No Waiver

A failure by Scout to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. A waiver is only effective if it is in writing and signed by an authorised representative of Scout.

Communication and Notifications

Scout will communicate with you primarily via the email address you provided during registration. This may include service announcements, administrative messages, or promotional information. You are responsible for keeping your contact information up to date to ensure you receive all necessary communications from Scout. You have the option to opt-in to additional forms of communication, such as SMS or email newsletters, and can manage these preferences in your account settings or by contacting Scout directly.

Amendments to Terms

Scout reserves the right to amend these Terms at any time. Such amendments will be considered an integral part of your agreement with Scout. You are encouraged to regularly review the Terms and Privacy Notice on Scout's website. Amendments become effective immediately upon posting, superseding any conflicting terms. By continuing to use the Service after amendments are posted, you agree to be bound by the revised terms.

Governing Law and Dispute Resolution

These Terms, and any dispute arising from the relationship between the parties, are governed by German law, without regard to its conflict of law provisions. Any disputes will be resolved in the courts of Berlin, Germany. In addition to legal proceedings, Scout reserves the right to seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property rights.