Terms of Service

Scout analyzes Customer's legacy enterprise systems (e.g., Maximo, IBM i, SAP, TRIRIGA, mainframe, and similar sources) from data Customer uploads or connects, and produces analysis, migration plans, and related reports ("Reports"). Scout may use AI-assisted features to summarize, classify, or answer questions about that data. Reports and AI output are automated decision-support aids, may be incomplete or contain errors, are not professional, legal, accounting, or engineering advice, and Customer must verify them before relying on them for migration, compliance, or business decisions.

You must provide accurate account information and are responsible for activity under your account and organization. You must be authorized to bind your organization to these Terms. Customer is responsible for its Authorized Users.

Customer retains all rights to data, files, source code, configurations, and metadata it uploads or connects ("Customer Data").

Customer grants Maxis a limited license to host, process, transmit, and display Customer Data solely to provide and secure the Service for that Customer (including generating Reports and operating AI Features on Customer's behalf).

Maxis will not:

• use Customer Data to train, fine-tune, or improve generalized or foundational machine-learning or generative AI models;
• permit AI subprocessors to use Customer Data for such training (see Section 3A and the subprocessor list);
• share Customer Data with other Scout customers or use it to benefit another customer's tenant.

Maxis may create Aggregated Data (de-identified and combined so it does not identify Customer, any individual, or contain Customer source code) for Service operations, security, and capacity planning. Aggregated Data is not Customer Data.

Customer represents it has the right to share Customer Data with Maxis and will not upload data it is not permitted to share (including data subject to legal hold, export restriction, or uncleared third-party confidentiality, or regulated personal data Customer is not authorized to process in Scout). Customer is responsible for restricted-data decisions; Maxis may suspend processing that appears unlawful or unsafe.

Data residency, retention, deletion, and data-subject request handling are described in the Privacy Policy. Where the Service offers deletion controls, Maxis will process administrator-initiated deletion according to those controls and applicable law.

AI Features may send relevant portions of Customer Data to subprocessors listed at scout.alchemize.io/subprocessors (or successor URL). Those subprocessors may process Customer Data only to provide the AI Feature to Customer and may not train models on Customer Data. Upstream provider outages or policy changes may limit AI Features; Maxis may suspend an AI Feature when required by an upstream provider or by law.

Unless an Order Form or checkout states otherwise, soft-launch commercial terms for Scout on scout.alchemize.io are:

Paid subscriptions (including Monitor and Seat AI) are billed in advance for the billing period selected at checkout via our payment processor (currently Stripe). Assess scan fees are charged when the scan Order is placed. Fees are non-refundable except as required by law or as expressly stated at checkout (including any Assess refund if no Report is delivered, if offered at checkout).

Taxes may apply. Customer authorizes recurring charges for subscriptions until canceled under Section 8.

You will not use the Service to violate law; upload data you are not authorized to process; access another customer's data or tenant; probe or bypass security controls; or reverse-engineer the Service except where such restriction is unenforceable under applicable law.

Each party will protect the other's confidential information with reasonable care and will not disclose it except to personnel and subprocessors who need it to perform under these Terms and are bound to confidentiality obligations at least as protective as these. Customer Data is Customer's confidential information.

The Privacy Policy explains how we handle personal data. Where Maxis processes personal data as a processor / service provider for Customer, the Data Processing Addendum (or successor URL) applies. Subprocessors are listed at scout.alchemize.io/subprocessors.

These Terms continue while Customer has an account or active subscription.

Self-serve subscriptions (monthly Monitor / Seat AI): Customer may cancel in-product (or via the billing portal linked from the account) at any time. Cancellation takes effect at the end of the then-current paid period; Customer retains access until that period ends. No Order Form is required for soft-launch self-serve plans.

Assess (one-time scans): complete when the purchased scan/Report process finishes, subject to any checkout refund terms.

Either party may terminate immediately for the other party's material breach that remains uncured 30 days after written notice, or as required by law. Maxis may suspend access for non-payment, security risk, or unlawful use.

On termination or cancellation, Customer Data is retained or deleted per the Privacy Policy, organization retention settings, and applicable law. Customer may request export or deletion before the account is closed, subject to technical feasibility and law.

THE SERVICE AND REPORTS ARE PROVIDED "AS IS" EXCEPT FOR WARRANTIES EXPRESSLY STATED AT CHECKOUT OR IN A SIGNED ORDER FORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA.

EXCEPT FOR (A) CUSTOMER'S PAYMENT OBLIGATIONS, (B) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (C) BREACH OF CONFIDENTIALITY, OR (D) INDEMNITY OBLIGATIONS THAT EXPRESSLY APPLY UNDER A SIGNED ORDER FORM OR DPA, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO MAXIS FOR THE SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS (US $100) IF GREATER.

We may update these Terms from time to time. The version ID and effective date appear at the top of this page. Material changes will be notified via the Service or email to the account's registered contact at least 30 days before taking effect. Continued use after the effective date, or acceptance of a new version via clickwrap, constitutes acceptance. We may require re-acceptance in-product after material changes.

These Terms are governed by the laws of the State of Missouri, excluding conflict-of-law rules. Subject to any mandatory consumer or privacy law that cannot be waived, the state courts located in Barry County, Missouri, or, where federal jurisdiction exists, the U.S. District Court for the Western District of Missouri, Southwestern Division, are the exclusive venues for disputes arising out of these Terms. Each party consents to personal jurisdiction there.

If a provision is unenforceable, the rest remains in effect. These Terms, the Privacy Policy, the DPA (when applicable), the Subprocessor list, and any checkout Order are the entire agreement for the Service and supersede prior terms for Scout self-serve use. Negotiated enterprise deals may use a separate MSA / Order Form, which controls if it expressly says so. Notices to Maxis: 27567 Bob Scott Dr., Eagle Rock, MO 65641, and the contact channels published on scout.alchemize.io.

Questions: use the contact form on scout.alchemize.io.