These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you ("Client," "you," or "your") and Scale Through Automation, LLC governing your use of our services. By clicking "I Agree," checking an acknowledgment box, signing a service order, or otherwise accessing or using our services, you confirm that you have read, understood, and agree to be bound by these Terms.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
If you do not agree to these Terms, do not use our services.
For the purposes of this Agreement, the following terms have the meanings set forth below:
Scale Through Automation provides AI and automation consulting, development, deployment, support, and maintenance services, which may include:
All Services are delivered based on the information, materials, and access provided by the Client during onboarding and throughout the engagement.
AI Employees are typically deployed within 24-48 hours after STA receives all required access credentials and configuration information. Actual timelines may vary based on project complexity, the completeness of information provided, third-party platform dependencies, or custom development requirements.
STA may update, improve, or modify the Services from time to time to maintain operational continuity, improve performance, or comply with changes to Third-Party Services. We will provide reasonable advance notice of any updates that materially affect the Client's use of the Services.
The specific scope, deliverables, and timeline for each engagement may be further defined in a separate Statement of Work ("SOW") or service order. In the event of a conflict between these Terms and a SOW, the SOW shall control with respect to the specific engagement, and these Terms shall control for all other matters.
To ensure proper AI Employee operation, the Client agrees to:
The Client acknowledges and accepts that the quality, accuracy, and completeness of information provided directly affects AI Employee performance and output quality. STA shall not be liable for any deficiencies in Services resulting from inaccurate, incomplete, or untimely information provided by the Client.
The Client is solely responsible for ensuring that their use of the Services complies with all applicable laws, regulations, and industry standards, including but not limited to data privacy laws, telecommunications regulations, and industry-specific requirements (e.g., HIPAA, PCI DSS, financial services regulations).
The Client agrees to maintain appropriate human oversight over all AI Employee operations and to review AI-generated outputs before use in critical business decisions, customer-facing communications, and any context where accuracy is essential.
The Client retains all ownership rights, title, and interest in and to:
STA retains all ownership rights, title, and interest in and to STA Proprietary Technology, including all methodologies, algorithms, frameworks, templates, tools, and general know-how developed before or during the engagement. Nothing in this Agreement transfers ownership of STA Proprietary Technology to the Client.
Where Deliverables incorporate or are built upon STA Proprietary Technology, STA grants the Client a non-exclusive, non-transferable, royalty-free license to use such incorporated STA Proprietary Technology solely in connection with the Deliverables for the Client's internal business purposes, for the duration of the service engagement.
Custom prompts, configurations, and workflows developed by STA specifically for the Client are considered Deliverables and are owned by the Client upon full payment. General-purpose prompts, templates, and configurations that are part of STA Proprietary Technology remain the property of STA.
STA does not warrant that AI-generated outputs are eligible for copyright protection or other intellectual property protection under applicable law. Under current U.S. Copyright Office guidance, purely AI-generated works may not qualify for copyright registration. The Client assumes all risk regarding the intellectual property status of AI-generated content.
STA does not warrant that AI-generated outputs are free from third-party intellectual property claims. The Client assumes the risk of use and is responsible for conducting appropriate clearance or review before relying on AI-generated content in ways that could implicate third-party IP rights.
If the Client provides feedback, suggestions, or improvement ideas regarding the Services, the Client grants STA a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into STA's products and services without restriction or obligation to the Client.
STA will not use Client Data to train, fine-tune, or improve AI models without the Client's explicit prior written consent. This restriction does not apply to anonymized, aggregated performance metrics used for service quality monitoring.
The Client retains full ownership and control over all data within the Client Environment, including conversations, logs, knowledge bases, interaction records, and all AI-generated content. All setup information and access credentials provided to STA will be deleted or returned upon request or upon termination of Services, subject to any legally required retention.
To the extent that STA processes Personal Information of California residents in connection with the Services:
To the extent that STA processes personal data of individuals located in the European Economic Area (EEA), United Kingdom, or Switzerland:
STA will notify the Client within 72 hours of confirming a data breach, providing the nature of the breach, the categories and approximate number of records affected, the likely consequences, and the remedial measures taken or proposed. STA will cooperate with the Client's investigation and regulatory reporting obligations.
STA accepts payment via credit card, debit card, and ACH (Automated Clearing House) transfer. All payments are processed in U.S. dollars unless otherwise agreed in writing.
Payments are due upfront at the beginning of each billing cycle unless otherwise arranged in a separate written agreement. Monthly subscription services auto-renew at the then-current rate unless canceled.
AUTOMATIC RENEWAL NOTICE: Your subscription will automatically renew at the end of each billing period at the then-current rate unless you cancel before the renewal date. You will be charged the applicable subscription fee for each renewal period.
STA reserves the right to modify pricing for the Services. We will provide at least 30 days' advance written notice before any price increase takes effect.
If a payment fails, STA will notify the Client and provide a 15-day grace period to remedy the payment failure. Accounts with balances overdue by more than 30 days may be subject to late fees of 1.5% per month.
The Client agrees not to use the Services for any of the following: Illegal activity, harassment or abuse, misinformation, harmful content, handling regulated data without authorization, security violations, competitive use, AI safety bypass, surveillance or profiling, and resource abuse.
STA reserves the right to establish reasonable usage limits for API calls, messages, interactions, and computing resources. STA reserves the right to throttle or limit excessive usage that materially impacts service performance for other clients.
STA warrants that it will provide the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.
EXCEPT FOR THE LIMITED WARRANTY IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
AI Employees generate responses and outputs using probabilistic models. AI-generated outputs may contain errors, inaccuracies, omissions, or biases. The Client is solely responsible for reviewing, verifying, and validating all AI-generated outputs before use in business operations.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT TO STA DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Each party shall defend, indemnify, and hold harmless the other from third-party claims as specified in Sections 11.1 and 11.2, including IP infringement, breach of agreement, or violation of law.
Disputes shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in Austin, Texas. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL.
| Scenario | Refund |
|---|---|
| Client terminates for convenience | No refund for the current billing period |
| STA terminates for convenience | Pro-rata refund of prepaid fees |
| Client terminates for STA's material breach | Pro-rata refund of prepaid fees |
| STA terminates for Client's breach | No refund |
By providing your phone number and opting in, you consent to receive SMS/text messages from STA. Message and data rates may apply. You may opt out at any time by replying STOP.
Each party agrees to hold Confidential Information in strict confidence and use it solely for the purpose of performing obligations under this Agreement.
This Agreement shall be governed by the laws of the State of Texas. Exclusive jurisdiction lies in the state and federal courts located in Travis County, Texas.
STA reserves the right to modify these Terms at any time. Material changes will be communicated 30 days in advance. Continued use constitutes acceptance.
Includes provisions for Entire Agreement, Severability, Waiver, Assignment, Force Majeure, Non-Solicitation, Independent Contractor status, and Electronic Consent.
Scale Through Automation, LLC
111 East 17th Street, Austin, Texas 78701
Email: info@scalethroughautomation.io
Phone: (817) 809-3820
