Terms and Conditions

Important: Please Read Carefully 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.

1. Definitions

For the purposes of this Agreement, the following terms have the meanings set forth below:

• “AI Employee” means any artificial intelligence agent, bot, or automated system developed, configured, or deployed by STA on behalf of the Client, including but not limited to voice agents, conversation agents, chat agents, email agents, and operations agents.
• “Client Data” means all data, content, materials, information, documents, and files provided by the Client or generated within the Client's environment in connection with the Services.
• “Client Environment” means the Client's own platforms, systems, accounts, infrastructure, and third-party services within which AI Employees operate and Client Data resides.
• “Deliverables” means any custom configurations, workflows, prompts, scripts, integrations, knowledge base setups, or other work product created by STA specifically for the Client as part of the Services.
• “Intellectual Property” or “IP” means all patents, copyrights, trademarks, trade secrets, know-how, methodologies, algorithms, frameworks, tools, and any other proprietary rights.
• “Personal Information” means any information that identifies, relates to, describes, or could reasonably be linked to a particular individual, as defined under applicable privacy laws including the CCPA, GDPR, and other data protection regulations.
• “Services” means all SaaS products, AI and automation development, consulting, support, maintenance, and related services provided by STA as described in Section 2.
• “STA Proprietary Technology” means STA's pre-existing and independently developed methodologies, algorithms, frameworks, tools, templates, general know-how, and any improvements thereto.
• “Third-Party Services” means platforms, software, APIs, AI models, and services provided by entities other than STA that may be utilized in connection with the Services (e.g., CRM systems, telephony providers, AI model providers such as OpenAI or Anthropic, cloud infrastructure providers).

2. Services Description

2.1 Scope of Services

Scale Through Automation provides AI and automation consulting, development, deployment, support, and maintenance services, which may include:

• Voice agents and telephony automation
• Conversational AI agents (chat, messaging, social media)
• Email automation agents
• Operations and workflow automation agents
• Knowledge base configuration and management
• CRM and business system integrations
• Custom AI and automation development
• Ongoing support, optimization, and maintenance

All Services are delivered based on the information, materials, and access provided by the Client during onboarding and throughout the engagement.

2.2 Deployment Timeline

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.

2.3 Service Updates

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.

2.4 Scope of Work

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.

3. Client Responsibilities

3.1 Information and Access

To ensure proper AI Employee operation, the Client agrees to:

• Provide accurate, complete, and up-to-date business information, including policies, pricing, workflows, and configuration instructions
• Grant timely platform access for integration (CRM, phone systems, email services, and other relevant systems)
• Review and approve workflows, scripts, responses, and configurations when requested by STA
• Designate an authorized point of contact for project communications and approvals
• Maintain and securely store all login credentials, API keys, and backup data

3.2 Input Quality

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.

3.3 Compliance Obligations

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).

3.4 Human Oversight

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.

4. Intellectual Property Rights

4.1 Client Ownership

The Client retains all ownership rights, title, and interest in and to:

• All Client Data provided to STA or generated within the Client Environment
• All pre-existing Client intellectual property
• Custom Deliverables created by STA specifically for the Client, subject to Section 4.2, upon full payment for the applicable Services

4.2 STA Proprietary Technology

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.

4.3 Prompt and Configuration Ownership

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.

4.4 No Copyright Warranty for AI Outputs

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.

4.5 Third-Party IP

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.

4.6 Feedback License

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.

4.7 Training Data Restrictions

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.

5. Data Privacy and Security

5.1 Data Handling Principles

• Client Environment Operation: AI Employees operate within the Client's own environment. STA does not independently store, copy, or retain Client Data on STA-owned servers or infrastructure.
• Data Minimization: STA accesses only the data necessary to deliver the contracted Services.
• Purpose Limitation: Any Client Data accessed during service delivery is used solely for the purpose of providing the Services.
• No Data Sharing: STA does not sell, share, rent, or disclose Client Data to third parties for their own purposes.

5.2 Client Data Control

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.

5.3 California Consumer Privacy Act (CCPA/CPRA) Compliance

To the extent that STA processes Personal Information of California residents in connection with the Services:

• STA acts as a service provider (as defined under the CCPA) and processes Personal Information only as necessary to perform the Services and as instructed by the Client.
• STA does not sell or share (as defined under the CCPA) the Personal Information of California residents.
• California residents may exercise their rights to access, delete, correct, and port their personal data, and to opt out of the sale or sharing of their Personal Information, by contacting us at the information provided in Section 19.
• STA will not discriminate against any consumer for exercising their CCPA rights.

5.4 General Data Protection Regulation (GDPR) Compliance

To the extent that STA processes personal data of individuals located in the European Economic Area (EEA), United Kingdom, or Switzerland:

• STA processes personal data in accordance with the lawful bases set forth in Article 6 of the GDPR, as applicable.
• Data subjects may exercise their rights to access, rectification, erasure, restriction, portability, and objection by contacting us at the information provided in Section 19. STA will respond to data subject requests within 30 days.
• In the event of a personal data breach, STA will notify the Client without undue delay and in any case within 72 hours of becoming aware of the breach.

5.5 Data Breach Notification

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.

6. Payment Terms and Billing

6.1 Payment Methods and Currency

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.

6.2 Billing Cycle and Payment Terms

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.

6.3 Auto-Renewal Disclosures

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.

6.4 Price Changes

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.

6.5 Late Payments and Failed Charges

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.

7. Acceptable Use Policy

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.

7.2 Fair Use Policy

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.

8. Warranties and Disclaimers

8.1 Limited Warranty

STA warrants that it will provide the Services in a professional and workmanlike manner, consistent with generally accepted industry standards.

8.2 AS-IS Disclaimer

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.

9. AI and Automation Disclaimers

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.

10. Limitation of Liability

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.

11. Indemnification

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.

12. Dispute Resolution

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.

13. Termination and Refunds

14. Communications Consent

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.

15. Confidentiality

Each party agrees to hold Confidential Information in strict confidence and use it solely for the purpose of performing obligations under this Agreement.

16. Governing Law and Jurisdiction

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.

17. Modifications and Updates

STA reserves the right to modify these Terms at any time. Material changes will be communicated 30 days in advance. Continued use constitutes acceptance.

18. Miscellaneous Provisions

Includes provisions for Entire Agreement, Severability, Waiver, Assignment, Force Majeure, Non-Solicitation, Independent Contractor status, and Electronic Consent.

19. Contact Information

Scale Through Automation, LLC
111 East 17th Street, Austin, Texas 78701
Email: [email protected]
Phone: (817) 809-3820

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© 2026 Scale Through Automation, LLC. All rights reserved.

Disclaimer: These Terms and Conditions are provided for informational purposes and should be reviewed by qualified legal counsel before implementation. This document does not constitute legal advice.