Last updated: September 1st, 2025

Scoutr Terms of Service

These Terms of Service (these “Terms”) apply to the services (the “Service”) provided by Scoutr DMCC, (“Scoutr”, “our,” or “we”) via https://www.scoutr.ai (the “Site”) and form a legally binding contract between Scoutr and you (the “Customer” or “you”).

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BY REGISTERING TO USE OR ACCESS THE SERVICES AND CHECKING THE BOX TO AGREE TO THESE TERMS OR OTHERWISE USING OR ACCESSING THE SITE AND/OR SERVICES, YOU ACKNOWLEDGE AND AGREE THAT: (A) YOU HAVE READ THESE TERMS; (B) YOU UNDERSTAND ALL OF THE TERMS AND CONDITIONS OF THESE TERMS; AND (C) YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS.

Scoutr reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Scoutr) at any time and in its sole discretion. If Scoutr makes changes to these Terms, we will provide notice of such changes, such as by sending you a notification, by providing notice through the Services, and/or by updating the “Last Updated” date at the top of these Terms and posting the revised Terms to our Services. Your continued use of any of the Services will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services to make sure that you understand the terms and conditions that will apply to your use of the Services.

Any master services agreement, platform services agreement, or equivalent subscription agreement entered into between you and Scoutr shall, together with these Terms which are incorporated by reference, constitute a single contract between you and Scoutr (the “Agreement”).

1. Access to the Services and Restrictions

Access to the Services. Subject to the terms hereof, Scoutr grants you and your affiliates a worldwide, non-sublicensable, non-exclusive, non-transferable right to access and use the Services. The Services currently provided consist of:

• Sourcing Automation: Customers create or upload jobs within the platform. For each active job, Scoutr delivers curated candidate matches sourced from inbound applications and publicly available professional profiles.
• Candidate Approval Workflow: Hiring managers may review curated matches and accept or reject profiles.
• Candidate Outreach & Screening: For candidates accepted by the Customer, Scoutr contacts the candidate, conducts initial screening, and confirms interest. If the candidate opts in, they are designated as a “Scouted Candidate.”
• Interview Pipeline: Scouted Candidates are shared with the Customer to progress through its internal hiring process.
• Additional Features: The Services may also include multichannel outreach, screening automation, scheduling automation, analytics & reporting, and integrations with the Customer’s applicant tracking system (ATS).

Definition. A “Scouted Candidate” means a candidate who has been accepted by the Customer, contacted and screened by Scoutr, and has confirmed interest in the Customer’s role. Scouted Candidates are deemed delivered once shared with the Customer for progression in its hiring process.

Restrictions. Customer agrees not to: (i) reverse engineer, decompile, or attempt to discover source code of the Services; (ii) sublicense, rent, or resell the Services; or (iii) remove any proprietary notices. Customer shall comply with applicable export laws regarding use of the Services.

2. Fees and Payment

• Upfront Payment. All Fees for the selected Service plan are payable in advance. Service access will not commence until Scoutr has received cleared payment.
• Payment Methods. Payments may be made via Scoutr’s designated online payment gateway (currently Stripe) or by bank transfer if agreed in writing. The Customer is responsible for ensuring the net amount received corresponds to the Fees due, including any transaction charges.
• Non-Refundable. Fees are non-refundable once a Service term has commenced, except where required by applicable law.

3. Term and Termination

• Ad-Hoc Slots: Provide access to the Service for a single job for thirty (30) days. Ad-Hoc slots automatically expire at the end of this period and are not reusable for other roles. Ad-Hoc slots do not auto-renew.
• Flex Slots: Provide access for a minimum term of three (3) months. Flex slots are reusable, meaning the Customer may use the same slot to pipeline different roles during the subscription term. Flex slots automatically renew for successive three (3) month terms unless either party provides at least thirty (30) days’ written notice of non-renewal before the end of the then-current term.
• Growth Plan: Provides access to multiple reusable slots for a minimum term of three (3) months, together with additional fractional support provided by Scoutr personnel. Growth automatically renews for successive three (3) month terms unless either party provides at least thirty (30) days’ written notice of non-renewal before the end of the then-current term.
• Extended Terms: Longer contract terms (including twelve (12) month terms) may be agreed between the parties in writing.

Termination for Breach. Either party may terminate the Agreement with immediate effect in the event of a material breach by the other party that remains uncured for more than thirty (30) calendar days following delivery of a notice of breach.

Consequences of Termination. Upon expiration or termination, all subscriptions and rights to access the Services will terminate, and Customer shall immediately cease all use of the Services.

Survival. The following provisions will survive termination: Sections 1.2, 6, 7 through 10, and any accrued and outstanding payment obligations.

4. Suspension

If payment is delayed or fails (including failed card charges or pending bank transfers), or in the event of any material breach by the Customer, Scoutr may suspend or withhold Services until payment is received or the breach is cured. Reinstatement of Services may be conditioned on payment of a reinstatement fee determined by Scoutr.

5. Indemnification

You agree to indemnify, defend, and hold Scoutr and Scoutr’s affiliates, business partners, officers, directors, employees, and agents harmless from any loss, liability, claim, action, suit, demand, damage, or expense (including reasonable legal fees, costs of investigation and court costs) asserted by any third party relating in any way to, or in respect of, your use of the Services, any third party applications, software, information, content, and/or materials you post or share on or through the Services, or breach of the Agreement, or breach of any of the undertakings, warranties and/or representations contained in Section 6 below. Scoutr reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligation.

6. Duties of Customer

Information. With respect to the Services, you shall be required to supply any information reasonably requested by Scoutr for the purposes of allowing Scoutr to perform its obligations under the Agreement.

With respect to any information directly or indirectly provided to Scoutr by you or by third parties (including any of your employees, contractors, agents or affiliates), you shall ensure that all such information is current and accurate, that the necessary consents have been obtained, and that all applicable data protection laws have been complied with.

Failure to Perform. Should you fail to perform your obligations as set forth in this Section 6, Scoutr will not be held responsible for any liability or other expense arising from such action, and you will indemnify Scoutr for any liability or expense incurred (including attorney’s fees and expenses) resulting therefrom.

7. Representations and Warranties

You hereby represent and warrant that: (a) you have full power and authority to enter into the Agreement and perform its obligations hereunder; (b) you are duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; and (c) you will comply with all applicable laws and regulations in the performance of your obligations under the Agreement.

8. Limitation of Liability

In no event shall Scoutr be liable for any claim for any indirect, willful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business of the Customer or any third party arising out of the Agreement, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if Scoutr has been advised of the possibility of such damages.

In no event shall Scoutr be liable to the Customer with respect to the subject matter hereof under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess of the fees paid hereunder during the twelve (12) month period prior to the cause of action.

The parties agree that this Section 8 represents a reasonable allocation of risk and that Scoutr would not proceed in the absence of such allocation.

9. Disclaimer

Scoutr makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding the Services or any other services or products or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.

10. Confidential Information

Definition. Either party (the “Disclosing Party”) may disclose or make available (either directly or through an affiliate) to the other party (the “Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning the Disclosing Party and/or its business, products, services, employees, marketing, promotional or technical information in connection with the Agreement, or any information that a Receiving Party knows or reasonably should know is considered confidential or proprietary by the Disclosing Party (collectively, the “Confidential Information”).

Confidential Information will not include information that: (a) was previously known to Receiving Party without an obligation of confidentiality; (b) was acquired by Receiving Party from a third party who was not, to the Receiving Party’s knowledge, under an obligation to not disclose such information; (c) is or becomes publicly available through no fault of Receiving Party; or (d) Disclosing Party gave written permission for disclosure.

Requirements and Restrictions. Each Receiving Party agrees that it will use the Confidential Information of the Disclosing Party solely as necessary in the course of performing its obligations under the Agreement, and it will not disclose such Confidential Information to any third party except to employees or agents on a need-to-know basis who are bound by obligations at least as strict as those contained herein.

Retention, Return, and Notice. Receiving Party shall retain material containing Confidential Information only so long as necessary to perform the Services or carry out obligations under the Agreement. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party, or destroy any Confidential Information in its possession, and will promptly notify the Disclosing Party of any loss or unauthorized use or disclosure and take reasonable steps to mitigate it. No license under any trade secrets, copyrights, know-how, or other rights is granted by disclosure of Confidential Information.

11. Personal Data and Security

Definitions. “Data Protection Legislation” means all applicable privacy laws, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) and UK Data Protection Act 2018. “Personal Data” means any information relating to an identified natural person provided by Customer or its users in connection with the Agreement. “Data Controller” and “Data Processor” have the meaning given in the Data Protection Legislation.

Compliance with Law. Scoutr acknowledges: (i) the Customer acts as Data Controller and Scoutr acts as Data Processor in relation to Personal Data; (ii) Scoutr will process Personal Data solely on the Customer’s instructions, for the purposes of providing the Services, and in accordance with these Terms and any applicable Data Processing Agreement; and (iii) Scoutr shall ensure appropriate security of Personal Data including against unauthorized or unlawful processing and accidental loss, destruction or damage. Scoutr will not, without the Customer’s express permission, transfer Personal Data relating to data subjects based within the UK and/or EEA outside of the EEA and the UK (other than for persons resident outside those regions).

Data Processing Agreement. If required by the Data Protection Legislation or as otherwise agreed, data protection measures may be described in more detail in a data processing agreement made supplementary to these Terms (a “Data Processing Agreement”). In the event of any conflict between these Terms and the Data Processing Agreement, the Data Processing Agreement shall prevail.

Processing Condition. Customer and its users will ensure that the collection, provision of, processing, and use of Personal Data provided to Scoutr does not violate the legal rights of its users, other persons or third parties, including by obtaining any required authorizations and lawful bases for processing (including consent where necessary). In particular, the Customer represents and warrants that it has either secured consent from (or, where relying on legitimate interest, has carried out a legitimate interest assessment in respect of) each data subject for communications using the Services.

Deletion. Upon termination of the Agreement or earlier as requested by Customer, Scoutr will, at Customer’s option, delete all Personal Data, except where Scoutr is required to retain copies under applicable law, in which case Scoutr will isolate and protect that Personal Data from any further processing or use except to the extent required by law.

Security and Breach Notice. Scoutr agrees to implement appropriate technical and organizational measures designed to protect Personal Data. Upon becoming aware of a Personal Data Breach, Scoutr shall without undue delay inform Customer and provide details reasonably required to fulfill Customer’s reporting obligations under applicable laws, including the nature of the breach, categories and approximate number of data subjects and records concerned, likely consequences, and measures taken or proposed to mitigate possible adverse effects.

12. General

Law, Venue, Disputes. The Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates, without regard to its choice or conflict of laws provisions. Each party hereby consents to exclusive jurisdiction of the DIFC Courts located in Dubai International Financial Centre, United Arab Emirates, including without limitation its Small Claims Tribunal.

Entire Agreement. The Agreement and any exhibits attached thereto contain the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating to such subject matter. Subject to the foregoing: (i) in the event of any conflict between a master subscription agreement and these Terms, the terms of the master subscription agreement shall prevail only if it specifically references a deviation from these Terms; and (ii) in the event of any conflict between the Agreement and the terms of any purchase order or similar ordering document, the terms of such document shall prevail only if it specifically references a deviation from the Agreement and the conflicting section, in which case the terms set forth in such document will prevail for that document only.

Amendment to Terms. Scoutr may amend these Terms from time to time. Any amendments shall be communicated by notice to Customer at least thirty (30) calendar days prior to taking effect. If Customer does not object in writing prior to the effective date, Customer shall be deemed to have accepted the revised Terms. If Customer objects in writing prior to the effective date, Customer shall not be bound by the revised Terms, but shall be deemed to have delivered a notice of termination and/or non-renewal with respect to the Agreement.

Notice. Notices shall be deemed duly given: (i) upon actual delivery, in the case of physical delivery; (ii) upon proof of delivery to the recipient’s designated mail server, in the case of electronic mail; or (iii) upon acknowledgement of receipt by the recipient, in all other cases. Notices to Customer shall be sent to the address indicated by the Customer at the time of entry into the Agreement (or as updated by notice). Notices to Scoutr shall be sent to the address indicated by Scoutr at the time of entry into the Agreement (or as updated by notice).

Assignment. The Agreement may not be assigned, in whole or in part, by either party without the other party’s prior written consent, provided that Scoutr may assign or transfer the Agreement to any successor or affiliate or to any purchaser of substantially all of the stock or assets of Scoutr without such consent. Any attempted assignment or delegation in violation of the foregoing will be void. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Waiver; Severability. The failure of either party to enforce any provision, or to exercise any option, shall not be construed as a waiver. If any provision is determined to be invalid or unenforceable, the remainder shall remain in full force and effect.

Relationship of the Parties. The parties are independent contractors. Nothing in the Agreement creates any employment, partnership, or joint venture relationship.

Force Majeure. Neither party shall be liable for failure to perform due to causes beyond its reasonable control (including war, natural disaster, or other force majeure events). This paragraph does not apply to payment obligations.

No Third-Party Beneficiaries. The Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights on any other person or entity.

Captions; Drafter. Headings are for convenience only. The Agreement shall be deemed jointly prepared by the parties and shall not be construed against either party as drafter.

Logo Usage. You agree that Scoutr may use your name and logo to identify you as a user of the Services (including during trial periods) on Scoutr’s website and in marketing materials. You may withdraw this consent at any time by providing notice to Scoutr.

Counterparts. The Agreement may be executed in counterparts (including electronic signatures), each of which shall be deemed an original and all of which together shall constitute one instrument.

Contact. If you have any questions, reach out at: legal@scoutr.ai

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