Terms of Service

1) Definitions

Account means your organization's registered account and associated locations and users. Customer Data means data you submit to the Service (e.g., jobs, customers, invoices, photos, messages). Integrations means third-party services connected to the Service (e.g., Stripe, Authorize.net, NMI, QuickBooks, Mapbox, Twilio). Marketplace App means an application listed in our App Marketplace. User Content means content you submit through the Service (photos, documents, notes, messages). We/Us/Our means Dispatch Scout, a Wyoming Limited Liability Company.

2) Eligibility & Account Responsibilities

You must be at least 18 years old and have authority to bind your organization to these Terms. You are responsible for all users under your Account, including role assignments, permissions, and keeping login credentials secure.

Account Sharing Prohibition: Each user accessing the Service must have their own individual user account and credentials. Account sharing—including but not limited to sharing login credentials, using shared generic logins, or allowing multiple individuals to access the Service under a single user license—for the specific purpose of avoiding payment for additional users is strictly prohibited. We monitor account activity and usage patterns. Violation of this provision may result in immediate suspension or termination of your Account, forfeiture of prepaid fees, and liability for unpaid user fees. If you need multiple users to access the Service, you must purchase the appropriate number of user licenses by adding the users to your account.

3) License & Acceptable Use

We grant you a limited, non-exclusive, non-transferable right to access and use the Service for your internal business purposes, subject to these Terms.

Acceptable Use: You agree not to:

• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service.
• Scrape, spider, crawl, or use automated means to access the Service beyond authorized API usage.
• Misuse APIs, exceed rate limits, or attempt to bypass technical controls or security measures.
• Upload, transmit, or distribute any viruses, malware, malicious code, or harmful software.
• Engage in unlawful, infringing, harmful, threatening, abusive, harassing, defamatory, or fraudulent activities.
• Violate any third-party intellectual property rights, privacy rights, or other proprietary rights.
• Impersonate others, misrepresent your affiliation, or provide false information.
• Interfere with or disrupt the Service, servers, or networks, or violate any regulations, policies, or procedures of such networks.
• Bulk collect or scrape user data, customer data, or other information without authorization.
• Use the Service for any illegal purpose or in violation of export control laws.
• Share account credentials or engage in account sharing to avoid paying for additional users (see Section 2).
• Resell, sublicense, or otherwise commercialize access to the Service without our written consent.

4) Service Features & Client Responsibilities

Invoicing & Pricing Tools

Dispatch Scout provides invoicing capabilities and tools for you to create and manage your own Line Items, Price Books, and Flat Rate pricing structures. You acknowledge and agree that:

• You are solely responsible for the accuracy of every invoice you create, including all line items, descriptions, quantities, rates, totals, subtotals, discounts, and tax amounts.
• You are fully responsible for the accuracy and appropriateness of all pricing you configure, including Line Items, Price Books, and Flat Rate pricing structures.
• You must review and verify all invoice calculations, tax computations, and pricing before sending invoices to your customers.
• We provide tools to facilitate invoicing, but we do not warrant the accuracy of any calculations, pricing, or tax amounts generated by the Service.
• You are solely liable for any pricing errors, billing disputes, or incorrect charges resulting from invoices you create or pricing you configure.

The invoicing tools are provided for your convenience. You should maintain appropriate internal controls and review processes to ensure invoice accuracy before delivery to customers.

Customer Portal

Dispatch Scout offers an optional online customer portal that enables your customers (the end consumers of your services) to:

• View their service history and job details;
• Access and pay invoices online;
• Track technicians en route to their location in real-time; and
• Access other customer-facing features as made available through the Service.

The customer portal is an optional feature. You may opt out of offering the portal to your customers at any time through your Account settings. If you enable the customer portal, you are responsible for:

• Informing your customers about the portal's availability and functionality;
• Ensuring that data displayed to your customers through the portal (including service history, invoices, and job details) is accurate and appropriate;
• Compliance with applicable privacy laws and obtaining necessary consents from your customers for portal access and real-time tracking features;
• Managing your customers' portal access, including disabling access for specific customers if needed.

We are not responsible for disputes between you and your customers arising from portal use, including billing disputes, service quality issues, or privacy concerns. The portal displays data you input into the Service; you are responsible for the accuracy and completeness of that data.

Memberships

Dispatch Scout offers membership management capabilities that enable you to create and offer membership plans to your customers. Memberships may be structured as pay-up-front (one-time payment) or monthly recurring billing arrangements. Payment collection for memberships is powered by your choice of Stripe Connect, Authorize.net, or NMI, and you must maintain a valid account with at least one supported payment provider to use membership features.

You acknowledge and agree that:

• You are solely responsible for the accuracy of all membership plans you create, including pricing, billing frequency, membership benefits, terms, and conditions.
• You are solely responsible for fulfilling all membership obligations to your customers, including delivering promised services, benefits, discounts, priority scheduling, or other membership perks.
• You must clearly communicate membership terms, pricing, billing frequency, cancellation policies, and benefits to your customers before they enroll.
• You are responsible for compliance with all applicable laws regarding recurring billing, subscription services, automatic renewals, and cancellation rights, including providing required disclosures and honoring cancellation requests.
• Payment processing for memberships is handled by your selected payment provider (Stripe Connect, Authorize.net, or NMI), and you are subject to that provider's terms of service, fees, and policies, plus the Dispatch Scout platform transaction fee described in Section 9 for Stripe Connect payments. We are not responsible for the payment provider's processing, availability, fees, or policies.
• You are solely liable for any billing disputes, chargebacks, refund requests, or customer complaints related to memberships you offer.

Dispatch Scout provides tools to facilitate membership management and billing, but we do not warrant the accuracy of membership configurations, billing calculations, or recurring charge processing. You should maintain appropriate records and internal processes to ensure membership accuracy and fulfillment. We are not a party to the membership agreements between you and your customers and have no liability for membership-related disputes or failures to perform.

5) Customer Data & Privacy

You retain ownership of Customer Data. You grant us a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, store, and display Customer Data solely to provide, maintain, and improve the Service. Our use of personal data is described in our Privacy Policy.

You represent and warrant that: (a) you have all necessary rights and consents to submit Customer Data to the Service, (b) Customer Data does not violate any applicable laws or third-party rights, and (c) you will comply with all applicable data protection laws in your collection and use of Customer Data.

6) User-Generated Content

You may submit User Content through the Service, including photos, documents, notes, messages, and other materials. You retain all ownership rights in your User Content.

You grant us a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, store, modify, display, and transmit your User Content solely to provide and improve the Service. This license terminates when you delete the User Content or terminate your Account, except for backup copies retained per our data retention policies described in our Privacy Policy.

You represent and warrant that: (a) you own or have necessary rights to submit User Content, (b) User Content does not violate any third-party rights (including intellectual property, privacy, or publicity rights) or applicable laws, and (c) you have obtained all necessary consents to submit User Content, including photo rights from identifiable subjects and location owners.

7) Integrations & Marketplace Apps

Integrations and Marketplace Apps are provided by third parties. Your use of an Integration or App is subject to that provider's terms and privacy policy. We may enable, disable, review, or delist Integrations/Apps at our discretion. We are not liable for third-party services, their availability, functionality, or data practices. You authorize us to exchange data with Integrations/Apps per your configuration.

Subprocessors: We use third-party subprocessors (hosting providers, analytics services, payment processors, AI services) to provide the Service. A current list of subprocessors is available at dispatchscout.com/subprocessors. We will update this list as subprocessors change and ensure all subprocessors provide adequate data protection.

8) Service Level & Support

We strive for high availability and timely support. Support is available via email and live chat from our U.S.-based team during posted business hours (Monday-Friday, 8:00 AM - 5:00 PM Central Time). However, we do not guarantee specific uptime percentages, response times, or service availability. The Service is provided on an "as is" and "as available" basis. See Section 17 (Disclaimers) for additional information regarding warranties and service levels.

Enterprise customers may have enhanced service level commitments as specified in a separate agreement or Order Form.

9) Fees, Billing & Taxes

Fees are charged per user per month unless otherwise agreed in an Order Form. You authorize recurring charges to your payment method on file. All fees are billed in advance at regular intervals based on your subscription term (monthly, annual, or another duration specified at signup).

Payment Terms: Payment is due immediately upon invoice. If payment fails, we may suspend or terminate your access to the Service. You are responsible for providing current, complete, and accurate payment information and updating it promptly if it changes.

Taxes: You are responsible for all applicable sales, use, value-added, goods and services, and other taxes and duties (excluding our income tax). If we are required to collect taxes, they will be added to your invoice.

Third-Party Fees: Third-party fees (e.g., Stripe, Authorize.net, or NMI payment processing fees, QuickBooks subscription fees, SMS/telephony usage charges) are billed by those providers or passed through to you and are in addition to Service subscription fees.

Platform Transaction Fee (Stripe Connect): For payments processed through Stripe Connect (including cards, ACH, Apple Pay, Google Pay, and Stripe Terminal transactions), Dispatch Scout charges a platform transaction fee of 0.25% (25 basis points) of the gross transaction amount, in addition to Stripe's own processing and account fees. This fee is deducted automatically from each transaction at the time of settlement. The platform transaction fee does not apply to payments processed through Authorize.net or NMI, which are billed directly by those providers under your own merchant account. We may change the platform transaction fee with at least 30 days' advance notice via email to the address on your Account.

Price Changes: We may change our fees with at least 30 days' advance notice via email to the address on your Account. Price changes will take effect at the start of your next billing period after the notice period. If you do not agree to the price change, you may cancel your subscription before it takes effect.

Refunds: All fees are non-refundable except: (a) if we terminate your Account for our convenience (prorated refund for unused subscription period), (b) within 14 days of your initial signup for a monthly subscription (full refund of first month's subscription fee only; usage-based charges excluded), or (c) as required by applicable law. To request a refund, email support@dispatchscout.com with your Account details.

10) Tax Rate Lookup & Responsibility

Dispatch Scout provides integrations (including TaxJar) to assist customers in estimating sales tax rates for jobs and invoices. These lookups are provided "as is" for convenience only.

You acknowledge and agree that:

• Dispatch Scout does not warrant the accuracy, completeness, or applicability of any tax rate information.
• You are solely responsible for verifying rates, applying correct tax amounts, collecting, remitting, and reporting taxes to relevant authorities.
• Dispatch Scout is not liable for penalties, interest, or losses resulting from reliance on tax rate data or any related calculations.

We recommend consulting your tax advisor to ensure proper tax handling within your jurisdiction.

11) Intellectual Property

The Service (including software, algorithms, design, branding, documentation, and all related intellectual property) is owned by us or our licensors and protected by copyright, trademark, patent, trade secret, and other intellectual property laws. These Terms do not grant you any ownership rights in the Service.

Feedback: If you provide feedback, suggestions, ideas, or recommendations about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, modify, and incorporate such Feedback into the Service without restriction or obligation to you.

Trademarks: "Dispatch Scout" and related logos, trademarks, and service marks are our property. You may not use them without our prior written consent except as necessary to identify the Service in accordance with these Terms.

12) Confidentiality

Each party may access the other's confidential information in connection with the Service. "Confidential Information" includes non-public business, technical, and financial information, as well as the terms of these Terms and any Order Forms.

The receiving party will: (a) use the same degree of care it uses to protect its own confidential information (but no less than reasonable care), (b) use Confidential Information only for purposes related to the Service, and (c) not disclose Confidential Information except to employees, contractors, and advisors who need to know and are bound by confidentiality obligations at least as protective as these Terms.

Confidential Information does not include information that: (a) is or becomes publicly available through no breach of these Terms, (b) was rightfully known prior to disclosure, (c) is rightfully received from a third party without breach, or (d) is independently developed without use of Confidential Information.

The receiving party may disclose Confidential Information if required by law, regulation, or court order, provided it gives reasonable advance notice (if permitted) and cooperates with efforts to obtain protective orders.

13) Security

We implement reasonable administrative, technical, and physical safeguards designed to protect the Service and Customer Data from unauthorized access, use, alteration, and destruction. These measures are appropriate to the nature of the Service and the data processed.

You are responsible for securing your devices, networks, user access, and login credentials. You must notify us promptly at support@dispatchscout.com of any suspected unauthorized access, security breach, or compromise of your Account.

Data Breach Notification: In the event of a data breach affecting your Customer Data, we will notify you via email within 72 hours of discovering the breach and provide reasonable information about the nature, scope, and our response to the incident. We will cooperate with you in any required notifications to affected individuals or regulatory authorities.

14) Beta, Preview & Early Access Features

We may offer features labeled "Beta," "Preview," "Early Access," "Alpha," or similar designations. These features are provided "AS IS" without warranties of any kind, may change without notice, and may be discontinued at any time without liability. Beta features may have limited support, documentation, and service level commitments. Your use of Beta features is at your own risk.

Beta features may be subject to additional terms presented at the time of access. We may access usage data from Beta features for improvement and analytics purposes.

Feedback on Beta Features: If you provide feedback on Beta features, such Feedback becomes our property under Section 11, and we may use it without restriction or obligation to you.

15) Artificial Intelligence & Machine Learning

The Service uses artificial intelligence (AI) and machine learning (ML) technologies to provide features such as predictive scheduling, route optimization, customer insights, job recommendations, automated data entry, and intelligent analytics.

You acknowledge and consent to the following:

• Data Use for AI Training: We may use aggregated, de-identified Customer Data and User Content to train and improve our AI and machine learning models. This helps enhance Service functionality, accuracy, and features for all users. We do not use your identifiable Customer Data to train models that benefit competitors or third parties outside the Service.
• Third-Party AI Vendors: We may use third-party AI service providers (including but not limited to OpenAI, Anthropic, Google Cloud AI, Amazon Web Services AI/ML services, xAI) to process data and deliver AI features. These providers are bound by data protection agreements. A current list of AI subprocessors is available at dispatchscout.com/subprocessors.
• AI Accuracy Disclaimer: AI-generated outputs (predictions, recommendations, insights, automated entries) are provided for convenience only. We do not warrant their accuracy, completeness, reliability, or suitability for your specific needs or circumstances. You are solely responsible for reviewing and validating AI outputs before relying on them for business decisions or customer interactions.
• Human Oversight: You should maintain appropriate human oversight of AI-generated content and decisions, particularly for customer-facing communications, scheduling, pricing, and other business-critical functions.
• Opt-Out: If you do not consent to AI data usage for model training, you may contact support@dispatchscout.com to opt out or disable certain AI features. Note that disabling AI features may reduce Service functionality and your user experience.

We will continue to update our AI capabilities and will notify you of material changes to our AI data usage practices.

16) Telephony, SMS & TCPA Compliance

If you use the Service's calling, SMS, or text messaging features to contact your customers, employees, or other individuals, you are solely responsible for compliance with all applicable telecommunications laws and regulations, including:

• Telephone Consumer Protection Act (TCPA)
• Telemarketing Sales Rule (TSR)
• National Do-Not-Call Registry requirements
• State and local telephone solicitation laws
• CAN-SPAM Act for commercial email and text messages
• Phone recording, call monitoring, and wiretapping laws, including all-party consent requirements where applicable
• Caller ID accuracy and anti-spoofing requirements

You represent and warrant that you have obtained all necessary prior express written consents and authorizations before contacting any individual via the Service, including consent to receive calls and texts using automated telephone dialing systems and/or artificial or prerecorded voices. You will maintain records of such consents and honor opt-out requests promptly.

You will indemnify, defend, and hold us harmless from any claims, damages, liabilities, penalties, fines, and expenses (including reasonable attorneys' fees) arising from your use of telephony or SMS features, including TCPA violations, Do-Not-Call violations, or other telecommunications law violations. This indemnification obligation is in addition to the general indemnification in Section 17.

Pass-Through Costs: SMS, MMS, calling, and related telecom costs (including regulatory fees, carrier charges, and access fees) are billed separately based on usage. These costs are set by third-party providers and are subject to change without notice from us. You are responsible for all usage-based telecom charges incurred under your Account.

Recording Notification: If you use call recording features, you must provide all legally required notifications to call participants and obtain consent in accordance with applicable federal and state wiretapping and recording laws. We provide tools to assist with recording notifications, but you are solely responsible for legal compliance.

Number Portability: If you port phone numbers to or from the Service, you are responsible for compliance with number portability regulations and maintaining service continuity for your customers.

17) Indemnification

You will indemnify, defend, and hold us harmless (including our officers, directors, employees, consultants, affiliates, subsidiaries, contractors, and agents) from and against any and all claims, demands, lawsuits, proceedings, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and costs) arising from or relating to:

• (a) Your use of the Service in violation of these Terms or applicable law;
• (b) Customer Data or User Content, including any claims that they infringe or violate any third-party intellectual property rights, privacy rights, or other proprietary rights;
• (c) Your Integrations, Marketplace Apps, or third-party services you connect to the Service;
• (d) Your violation of any third-party rights;
• (e) Your breach of any representation, warranty, or obligation in these Terms;
• (f) Your use of telephony, SMS, or communications features, including TCPA or other telecommunications law violations;
• (g) Your customers' or end users' claims arising from your use of the Service;
• (h) Account sharing or unauthorized access resulting from your failure to secure Account credentials; or
• (i) Any negligent or wrongful act or omission by you or your users.

This indemnification obligation does not apply to the extent claims arise solely from our willful misconduct or gross negligence. We will promptly notify you of any claim subject to indemnification, and you will have the right to control the defense and settlement of such claim, provided you do not settle any claim without our prior written consent if the settlement imposes obligations on us or admits liability on our behalf.

18) Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

WE EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
• WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
• WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF CONTENT, DATA, OR INFORMATION PROVIDED THROUGH THE SERVICE;
• WARRANTIES REGARDING THIRD-PARTY SERVICES, INTEGRATIONS, MARKETPLACE APPS, OR SUBPROCESSORS.

WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY PARTICULAR RESULTS, OR BE COMPATIBLE WITH YOUR SYSTEMS OR SOFTWARE.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU ACKNOWLEDGE THAT THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL ACCOUNTING, LEGAL, TAX, OR BUSINESS ADVICE. WE RECOMMEND CONSULTING QUALIFIED PROFESSIONALS FOR COMPLIANCE AND ADVISORY MATTERS.

19) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE (INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, CONTRACTORS, AGENTS, LICENSORS, OR SUBPROCESSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, GOODWILL, OR DATA;
• BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES;
• INTANGIBLE LOSSES OR DIMINUTION IN VALUE;

REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

THE LIMITATIONS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR CERTAIN OTHER DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

20) Term & Termination

These Terms apply while you use the Service and continue until terminated by either party as described below.

Term: Your subscription term is specified at signup (monthly, annual, or another duration) and will automatically renew for successive periods of the same duration unless terminated as provided in these Terms.

Termination by You: You may terminate your subscription at any time by canceling through your Account settings or by contacting support@dispatchscout.com. For month-to-month subscriptions, you must provide at least 30 days' written notice of non-renewal. Termination will take effect at the end of your current billing period. You remain responsible for all fees incurred through the end of your current billing period, and no prorated refunds will be provided except as specified in Section 9.

Termination by Us: We may suspend or terminate your access to the Service immediately, with or without notice, for any of the following reasons:

• (a) Breach of these Terms, including violation of acceptable use policies or account sharing prohibitions;
• (b) Non-payment or failed payment after reasonable attempts to collect;
• (c) Activity that poses risk, harm, or liability to the Service, other users, or our business operations;
• (d) Violation of applicable laws or regulations;
• (e) Suspected fraudulent, abusive, or illegal activity;
• (f) At our discretion for convenience, with at least 30 days' advance written notice.

Effect of Termination: Upon termination:

• Your access to the Service and all Customer Data stored in the Service will terminate immediately;
• You must immediately cease all use of the Service;
• All licenses granted to you under these Terms will immediately terminate;
• You will have 60 days to export your Customer Data as described in Section 21 (Data Portability);
• You remain liable for all fees incurred prior to termination;
• We may delete your Account and Customer Data in accordance with our data retention policies after the 60-day export period.

Survival: The following sections survive termination: Sections 1 (Definitions), 10 (Tax Responsibility), 11 (Intellectual Property), 12 (Confidentiality), 17 (Indemnification), 18 (Disclaimers), 19 (Limitation of Liability), 21 (Data Portability—for 60 days), 22 (Governing Law), 23-28 (Force Majeure through DMCA), and any other provisions that by their nature should survive.

21) Data Portability & Backups

You may export certain Customer Data (including jobs, customers, invoices, and related information) from the Service at any time during your active subscription in standard formats such as CSV or XLSX via the export features in your Account.

Post-Termination Export: After termination or cancellation of your subscription, you will have 60 days to export your Customer Data using the export features. We will provide reasonable assistance with data export during this period at no additional charge. After the 60-day export period, we have no obligation to maintain or provide access to your Customer Data.

Data Deletion: After the 60-day export period following termination, we may delete or de-identify your Customer Data in accordance with our Privacy Policy. We may retain certain data as required by law, for legitimate business purposes (e.g., dispute resolution, audit, compliance), or in backup systems for a limited period.

Backups: While we perform regular backups of the Service for disaster recovery and business continuity purposes, these backups are for our benefit and operational purposes only. We do not guarantee the availability, completeness, or restoration of backup data. You are responsible for maintaining your own independent backups of critical Customer Data.

No Backup Service: The Service is not a backup or archival service. You should not rely on the Service as your sole repository for important data.

22) Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Wyoming and the federal laws of the United States, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Arbitration Agreement: Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes"), shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect at the time the arbitration is commenced.

The arbitration shall be conducted by a single arbitrator selected in accordance with AAA rules. The arbitration shall take place in Cheyenne, Wyoming, or remotely via videoconference at the arbitrator's discretion. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Individual Arbitration Only: The arbitration shall be conducted on an individual basis only. Class arbitrations, class actions, representative proceedings, collective actions, and private attorney general actions are not permitted. Each party waives its right to participate in or have claims decided in a class action, class arbitration, or any other representative proceeding. Each party waives its right to a trial by jury.

Costs and Fees: Each party shall bear its own costs and attorneys' fees in the arbitration, except that the arbitrator may award costs and reasonable attorneys' fees to the prevailing party if permitted by law and authorized by the arbitrator. AAA filing fees and arbitrator fees shall be split equally between the parties unless otherwise determined by the arbitrator.

Opt-Out Right: You may opt out of this arbitration agreement by sending written notice of your decision to opt out to support@dispatchscout.com within 30 days of first accepting these Terms. Your notice must include your name, Account email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, Disputes will be resolved exclusively in the courts described below, but all other provisions of these Terms will continue to apply.

Exceptions to Arbitration: Either party may seek injunctive or equitable relief in court to protect intellectual property rights, enforce confidentiality obligations, or prevent irreparable harm. Such claims are not subject to mandatory arbitration. Additionally, either party may bring claims in small claims court if the claims qualify and remain in that court.

Jurisdiction for Non-Arbitrable Claims: For Disputes not subject to arbitration (including those where you have opted out), you agree to the sole and exclusive jurisdiction of the state and federal courts located in Laramie County, Wyoming. You irrevocably consent to personal jurisdiction and venue in such courts and waive any objection based on inconvenient forum.

23) Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms (other than payment obligations) to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to:

• Acts of God, natural disasters, earthquakes, hurricanes, floods, fires, or severe weather;
• War, terrorism, riots, civil unrest, acts of government or military authorities;
• Embargoes, sanctions, or government restrictions;
• Pandemics, epidemics, or public health emergencies;
• Labor disputes, strikes, or lockouts;
• Internet outages, telecommunications failures, or utility failures;
• Cyber attacks, denial of service attacks, or other malicious network activity;
• Failures of third-party hosting providers, cloud services, or other critical subprocessors;
• Shortages of transportation facilities, fuel, energy, labor, or materials.

The party affected by a force majeure event shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a force majeure event prevents performance for more than 30 consecutive days, either party may terminate the affected services upon written notice.

24) Assignment & Transfer

You may not assign, transfer, delegate, or sublicense these Terms, your Account, or any rights or obligations hereunder, whether voluntarily or by operation of law, without our prior written consent. Any attempted assignment in violation of this section is void and of no effect.

We may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, sale of assets, financing, or change of control, without your consent. We will provide you with notice of any such assignment.

These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

25) Electronic Communications & Notices

You consent to receive electronic communications from us, including via email, in-app messages, SMS text messages, push notifications, and postings on our website or within the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Notices to You: All notices to you will be sent to the primary email address associated with your Account or displayed within the Service. You are responsible for keeping your contact information current and checking your email and Account regularly for notices.

Notices to Us: All notices to us must be sent in writing to support@dispatchscout.com.

Notices are deemed received: (a) when delivered, if sent by email during business hours, or the next business day if sent after business hours; (b) when posted, if made available in your Account.

26) Severability & Waiver

Severability: If any provision of these Terms is found to be unenforceable, invalid, or illegal by a court of competent jurisdiction, such provision shall be modified and interpreted to accomplish the objectives of the original provision to the greatest extent possible under applicable law, and the remaining provisions shall remain in full force and effect.

Waiver: No waiver of any provision of these Terms, or any breach thereof, shall constitute a waiver of any other provision or any subsequent breach of the same or any other provision. Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.

Any waiver must be in writing and signed by an authorized representative of the party granting the waiver to be effective.

27) Entire Agreement

These Terms, together with our Privacy Policy and any Order Forms, subscription agreements, or other written agreements signed by both parties, constitute the entire agreement between you and Dispatch Scout concerning the Service and supersede all prior or contemporaneous agreements, proposals, negotiations, representations, or communications, whether written or oral, between the parties concerning the Service.

In the event of any conflict between these Terms and an Order Form or other signed written agreement, the signed written agreement shall control, but only with respect to the specific subject matter addressed in that agreement.

No amendment, modification, or supplement to these Terms shall be binding unless in writing and signed by authorized representatives of both parties, except that we may update these Terms as described in Section 31 (Changes to the Terms).

28) Copyright Infringement & DMCA

We respect the intellectual property rights of others and expect our users to do the same. We respond to valid notices of copyright infringement under the Digital Millennium Copyright Act ("DMCA").

DMCA Takedown Notices: If you believe that content in the Service infringes your copyright, please send a written notice to our DMCA Agent at support@dispatchscout.com with the following information:

• Identification of the copyrighted work claimed to be infringed, or if multiple copyrighted works, a representative list;
• Identification of the infringing material and information reasonably sufficient to permit us to locate the material (e.g., URL, Account name, description);
• Your contact information, including name, mailing address, telephone number, and email address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• A statement under penalty of perjury that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner;
• Your physical or electronic signature.

DMCA Agent:

Dispatch Scout Legal Department
Email: support@dispatchscout.com

Counter-Notices: If you believe content you submitted was wrongly removed due to a DMCA notice, you may send a counter-notice with the information specified in 17 U.S.C. § 512(g)(3).

Repeat Infringers: We will terminate the Accounts of users who are repeat copyright infringers in appropriate circumstances.

29) Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following consumer rights notice:

The Service is provided by Dispatch Scout, a Wyoming Limited Liability Company with a principal place of business at [Your Business Address]. If you have a complaint or question regarding the Service, please contact us at support@dispatchscout.com.

California residents may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at:

1625 North Market Blvd., Suite N 112
Sacramento, CA 95834

Or by telephone at (916) 445-1254 or (800) 952-5210, or for the hearing impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

CCPA Notice: Our collection, use, and sharing of California residents' personal information is described in our Privacy Policy, which includes information about California residents' rights under the California Consumer Privacy Act (CCPA), including rights to access, delete, and opt out of the sale of personal information. We do not sell personal information as defined by the CCPA.

30) Export Control & Sanctions

You agree to comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade sanctions programs administered by the Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.

You represent and warrant that you, your organization, and your users are not:

• (a) Located in, organized under the laws of, or a national or resident of any country or territory subject to comprehensive U.S. sanctions or embargoes (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
• (b) Listed on, or majority-owned or controlled by any person or entity on, any U.S. government restricted party list, including the Treasury Department's List of Specially Designated Nationals and Blocked Persons, the Commerce Department's Denied Persons List or Entity List, or the State Department's Debarred List;
• (c) Otherwise prohibited from accessing the Service under U.S. export control laws, sanctions, or other applicable laws.

You will not use the Service in violation of any export control laws or sanctions, and you will not permit users in embargoed countries or restricted parties to access the Service. You will not use the Service for any prohibited end uses, including in connection with the design, development, or production of nuclear, chemical, or biological weapons or missile technology.

31) Changes to the Terms

We may update these Terms from time to time to reflect changes in our business practices, legal requirements, or for other reasons.

Material Changes: For material changes (such as changes to pricing structure, liability limitations, dispute resolution, data usage, or core Service functionality), we will provide at least 30 days' advance notice by:

• Posting the updated Terms on our website with a new "Effective" date;
• Sending email notification to the primary email address associated with your Account; and/or
• Displaying a prominent notice within the Service.

If you object to the material changes, you may terminate your Account within the 30-day notice period by contacting support@dispatchscout.com. If you terminate due to objectionable material changes, we will provide a prorated refund of any prepaid fees for the unused portion of your subscription term.

Non-Material Changes: For non-material changes (such as clarifications, formatting, corrections, updated contact information, or minor modifications that do not substantively affect your rights), we will update the "Last Modified" date at the top of these Terms. We encourage you to review these Terms periodically to stay informed.

Acceptance: Your continued use of the Service after the effective date of updated Terms constitutes your acceptance of the changes. If you do not agree to the updated Terms, you must stop using the Service and may terminate your Account.

32) Contact Information

If you have any questions, concerns, or feedback about these Terms or the Service, please contact us:

Dispatch Scout
Email: support@dispatchscout.com

For legal notices, DMCA notices, or formal communications, please use the contact information specified in Section 25 (Electronic Communications & Notices) and Section 28 (DMCA).

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