Terms & Conditions

01 Definitions

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

• "AI Employee" — any artificial intelligence agent, bot, or automated system developed, configured, or deployed by STA on behalf of the Client, including voice, conversation, chat, email, and operations agents.
• "Client Data" — 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" — the Client's own platforms, systems, accounts, infrastructure, and third-party services within which AI Employees operate and Client Data resides.
• "Deliverables" — any custom configurations, workflows, prompts, scripts, integrations, knowledge base setups, or other work product created by STA specifically for the Client.
• "Intellectual Property" / "IP" — all patents, copyrights, trademarks, trade secrets, know-how, methodologies, algorithms, frameworks, tools, and other proprietary rights.
• "Personal Information" — any information that identifies, relates to, or could reasonably be linked to an individual, as defined under applicable privacy laws including CCPA and GDPR.
• "Services" — all SaaS products, AI and automation development, consulting, support, maintenance, and related services provided by STA.
• "STA Proprietary Technology" — STA's pre-existing and independently developed methodologies, algorithms, frameworks, tools, templates, general know-how, and improvements thereto.
• "Third-Party Services" — platforms, software, APIs, AI models, and services provided by entities other than STA (e.g., CRM systems, telephony providers, AI model providers such as OpenAI or Anthropic).

02 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

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 complexity, completeness of information, third-party dependencies, or custom development requirements.

2.3 Service Updates

STA may update, improve, or modify the Services from time to time. 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 defined in a separate Statement of Work ("SOW"). In the event of conflict between these Terms and a SOW, the SOW controls for that engagement, and these Terms control for all other matters.

03 Client Responsibilities

3.1 Information and Access

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

• Provide accurate, complete, 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
• 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 that the quality, accuracy, and completeness of information provided directly affects AI Employee performance. STA shall not be liable for deficiencies resulting from inaccurate, incomplete, or untimely information provided by the Client.

3.3 Compliance Obligations

The Client is solely responsible for ensuring their use of the Services complies with all applicable laws, regulations, and industry standards (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 or customer-facing communications.

04 Intellectual Property Rights

4.1 Client Ownership

The Client retains all ownership rights, title, and interest in and to all Client Data, all pre-existing Client intellectual property, and custom Deliverables created by STA specifically for the Client (subject to Section 4.2) upon full payment.

4.2 STA Proprietary Technology

STA retains all ownership rights in and to STA Proprietary Technology, including all methodologies, algorithms, frameworks, templates, tools, and general know-how. Where Deliverables incorporate STA Proprietary Technology, STA grants the Client a non-exclusive, non-transferable, royalty-free license to use it solely in connection with the Deliverables for internal business purposes, for the duration of the engagement.

4.3 Prompt and Configuration Ownership

Custom prompts, configurations, and workflows developed specifically for the Client are Deliverables owned by the Client upon full payment. General-purpose prompts and templates that are part of STA Proprietary Technology remain STA's property.

4.4 No Copyright Warranty for AI Outputs

STA does not warrant that AI-generated outputs are eligible for copyright or other IP protection. Under current U.S. Copyright Office guidance, purely AI-generated works may not qualify for registration. The Client assumes all risk regarding IP status of AI-generated content.

4.5 Third-Party IP

STA does not warrant that AI-generated outputs are free from third-party IP claims. The Client assumes the risk of use and is responsible for appropriate clearance or review.

4.6 Feedback License

If the Client provides feedback or suggestions, the Client grants STA a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback without restriction.

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 does not apply to anonymized, aggregated performance metrics used for service quality monitoring.

05 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 infrastructure.
• Data Minimization: STA accesses only the data necessary to deliver the contracted Services.
• Purpose Limitation: Any Client Data accessed is used solely for 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. All setup information and access credentials provided to STA will be deleted or returned upon request or upon termination, subject to legally required retention.

5.3 CCPA/CPRA Compliance

Where STA processes Personal Information of California residents, STA acts as a service provider and processes it only as necessary to perform the Services. STA does not sell or share such information and will not discriminate against consumers for exercising CCPA rights.

5.4 GDPR Compliance

Where STA processes personal data of individuals in the EEA, UK, or Switzerland, STA processes it in accordance with Article 6 lawful bases. Data subjects may exercise their rights by contacting us (Section 19); STA responds within 30 days. STA notifies of breaches within 72 hours.

5.5 Data Breach Notification

STA will notify the Client within 72 hours of confirming a data breach, providing the nature of the breach, categories and approximate number of records affected, likely consequences, and remedial measures.

06 Payment Terms and Billing

6.1 Payment Methods and Currency

STA accepts credit card, debit card, and ACH 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. Monthly subscription services auto-renew at the then-current rate unless canceled.

6.4 Price Changes

STA reserves the right to modify pricing and 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. Accounts overdue by more than 30 days may be subject to late fees of 1.5% per month.

07 Acceptable Use Policy

The Client agrees not to use the Services for: 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, and to throttle or limit excessive usage that materially impacts service performance for other clients.

08 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.

09 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

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

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

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