Terms of Service

1. Agreement, who we are and eligibility

These Terms of Service ("Terms") are a legal agreement between you and Zipscout LLC ("ZipScout," "we," "us" or "our"), 4111-E Rose Lake Dr #9623, Charlotte, North Carolina 28217, United States. They govern your use of the ZipScout website, free scan, member account, Monday brief, Overhead Audit and related services (the "Service").

By creating an account, clicking to accept, making a purchase, or using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

Business use. The Service is for business purposes. You must be at least 18 and able to form a binding contract. If you use the Service for a company, you confirm you have authority to bind that company, and "you" means both you and the company.

PLEASE READ SECTION 13 CAREFULLY. It contains a binding arbitration agreement and class action waiver that affect how disputes are resolved.

2. Your account

You sign in through our authentication provider, Clerk. Keep your login details secure; you are responsible for activity under your account.

Give us accurate information and keep it up to date, including your business details and billing contact.

One account represents one business. Don't share accounts or create multiple accounts to get around limits or pricing.

Tell us right away if you believe your account has been accessed without permission.

3. The Service

ZipScout provides local-market intelligence for owner-operated businesses, which may include:

A free scan

Competitor discovery and monitoring

Public price and change tracking

AI visibility checks

A Market Score

Draft responses for you to approve

A Monday brief by email and, if you opt in, by text

The optional Overhead Audit (Section 5)

Advertiser concierge. When available and enabled by you, the concierge prepares editable ad copy, receives homeowner requests, and supports customer-authorized referrals. Copy approval does not approve print placement or authorize a payment. You are responsible for the accuracy of your offers, expiration dates, claims and contact details. Review each channel draft before copying it for publication. ZipScout does not automatically publish social posts or send campaign emails to your customers.

Optional concierge texts. A verified phone and active consent are required. Messages may concern ad drafts, homeowner requests, referrals, artwork deadlines, results and competitor changes, up to 30 proactive messages per month. Requested verification and conversational replies are separate. Message and data rates may apply. Reply STOP to stop texts or HELP for help; support is available through our Support page. Consent is not required to purchase. Non-requested concierge texts are queued outside 9 a.m. to 8 p.m. Eastern Time. Delivery is not guaranteed. Requested automated phone interviews use speech recognition and save answers as text; ZipScout does not request an audio recording. You must separately request each call.

Homeowner directory and referrals. Directory entries are participating advertisers, not endorsements or verification of professional credentials. Check the edition title and business details yourself. The service is not for emergencies. Submitting a request permits the selected business to respond about that request, not to subscribe you to marketing. Advertisers must obtain the customer's permission before sharing contact information with another advertiser. QR visit totals are estimated requests, not unique people, sales, or proof of printed delivery.

What scores measure. The Market Score summarizes how discoverable your business is from the evidence we can observe, following our published methodology. It is not a measure of business quality, revenue or consumer AI rankings, and it may be withheld when there isn't enough evidence. The Operations Score from an Overhead Audit summarizes findings in the process you submitted.

Approval before anything goes out. We never post, publish or send content to your customers, competitors or the public on your behalf. Drafts become copy-ready text only after you approve them, and you decide whether and how to use them.

Preview, beta and free features. Some features may be labeled preview, beta or free. They are provided as is, may change or end at any time, and may have limits. Beta access is granted at our discretion and can be changed or removed.

Usage limits. We set limits on searches, research runs, drafts, uploads, recording minutes and provider spending to keep the Service reliable and affordable. We may pause processing when a limit is reached. We'll show you the limit, and we can adjust it for you.

Changes to the Service. We may add, change or remove features. If we remove a core feature of a paid membership, we will tell you in advance and you may cancel.

4. Included membership and advertising billing

Included membership. Magazine advertising includes ZipScout software membership and weekly competitor monitoring at no additional charge. There is no separate monthly or annual software subscription. The business process audit is an optional, separately priced one-time service.

Advertising terms. Advertising prices, commitments, renewals, cancellation and refunds are governed by the accepted advertising agreement. These terms remain subject to legal review.

Using the included competitor watch does not authorize a separate software charge.

Your advertising confirmation sets out the applicable placement terms.

Any advertising renewal notices follow the advertising agreement and applicable law.

To discuss canceling magazine advertising, contact us (Section 16). There is no separate competitor-watch subscription to cancel.

Included software access is tied to qualifying active magazine advertising.

There is no separate monitoring fee to refund. Advertising refunds follow the applicable advertising agreement and the law; audit refunds are addressed separately.

If your qualifying advertising ends, included monitoring access may end. Contact us about future placements or interruptions to your advertising.

Advertising and audit prices are disclosed before purchase. Weekly competitor monitoring remains included with magazine advertising at no additional charge.

Payments. Payments are processed by Stripe, subject to Stripe's terms. Keep a valid payment method on file. If a payment fails, we will notify you and may retry the charge. After a grace period, we may pause or end your access until payment is made.

Taxes. Prices exclude taxes unless stated. You are responsible for applicable sales, use or similar taxes.

5. Overhead Audit

The Overhead Audit is an optional, one-time service for members who want to find wasted time and overhead in a business process.

Eligibility and application

You must have an active or beta ZipScout membership to apply and to use the audit.

Submitting an application does not guarantee approval. We review applications at our discretion and may approve, decline or waitlist them.

We accept a limited number of audits each month. Spots are not reserved until payment is complete.

If approved, you have 14 days to purchase. After that, the approval expires and you may reapply.

Price and payment. The Overhead Audit costs $1,000, paid once, plus any applicable taxes. It does not renew. Payment buys one audit credit for one audit of the business process agreed on at kickoff.

What's included

A kickoff call to choose the process to audit

Use of the audit software to upload evidence and receive cited findings, flowcharts, standard operating procedures (SOPs), recommendations and an Operations Score

A review call to walk through results

A downloadable savings report

Calls are scheduled by mutual agreement. Usage limits apply to each audit (for example, total recording minutes and files), as shown in the Service.

Your responsibilities. Provide accurate information and evidence, attend scheduled calls, and confirm you have the right to upload all recordings and documents, including any required consent from people recorded (Section 7). Delays you cause may delay delivery.

Refunds

"Results are delivered" means the date we make your audit results available in the Service or hold your review call, whichever comes first.

Any refund, full or partial, ends the audit: processing stops, the credit is marked refunded and cannot be reused, and the audit becomes locked.

To request a refund, contact us (Section 16). Approved refunds go back to the original payment method.

Results are estimates. Savings figures are based on estimates you provide, such as hourly costs and hours lost, and on the evidence you submit. We don't guarantee any particular savings, outcome or Operations Score. Implementing recommendations is your decision and responsibility.

Access after the audit. You can view, edit and export your completed audit while your membership is active. If your membership is paused or ends, you have 30 days of read- only access to export your audit, after which it is locked. You can delete your audit data at any time.

6. Acceptable use

You agree not to:

Use the Service to harass, threaten, defame or impersonate competitors or anyone else

Post or send drafts containing false, misleading or deceptive claims, including about prices, competitors or your services

Upload content you don't have the right to share, including recordings made without required consent

Upload malware, or attempt to access other members' data, our systems or provider accounts without authorization

Scrape, overload, or get around usage limits, quotas or security controls, including by using multiple accounts

Reverse engineer the Service, except where the law allows it despite this restriction

Resell, sublicense or provide the Service to others without our written permission

Use the Service in violation of any law, including privacy, consumer protection, marketing, telemarketing and recording laws

We may investigate suspected violations and suspend or end access (Section 14).

7. Your content

What you own. You keep ownership of the information and files you provide, including business details, competitor selections, facts, recordings, documents, spreadsheets, edits and approved drafts ("Your Content").

License to us. You give us a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transcribe, analyze and display Your Content only as needed to provide, secure and support the Service for you, and as described in our Privacy Policy. This license ends when Your Content is deleted from the Service, except for copies in backups until they are overwritten, and records we must keep by law.

Your promises. You confirm that:

You have all rights, permissions and consents needed to provide Your Content and for us to use it as described.

Anyone recorded in uploads has been given any legally required notice and has consented where the law requires.

Your Content does not violate anyone's rights or any law.

Output. Results the Service generates for you, such as drafts, transcripts, flowcharts, SOPs, recommendations and reports ("Output"), are yours to use for your business, subject to these Terms. Similar output may be generated for other users. We don't claim ownership of your Output.

Feedback. If you send us suggestions or feedback, we may use them without obligation to you.

8. AI output and third-party data

AI can be wrong. The Service uses artificial intelligence from third-party providers. Output may be inaccurate, incomplete or out of date even when it cites evidence. Review Output before relying on or using it.

Not professional advice. The Service does not provide legal, tax, accounting, financial, HR or other professional advice. Consult qualified professionals for those decisions.

Public and third-party data. Competitor information, prices, listings and AI search results come from public sources and third-party providers we don't control. They may be incomplete, outdated or incorrect. A listed price is not a quote, and competitor information is for your general business awareness.

Third-party services. The Service relies on providers such as Clerk, Stripe, Google, Exa, OpenAI, Perplexity, Anthropic, Deepgram, Resend and Twilio. Their availability and terms are outside our control, and features may be limited when a provider is unavailable.

Your decisions. You are solely responsible for decisions you make and content you publish based on the Service, including pricing decisions and any messages you send.

9. Our intellectual property

The Service, including its software, design, scoring methods, prompts, text, graphics, logos and the ZipScout name, is owned by Zipscout LLC or its licensors and protected by law. We give you a limited, non-exclusive, non-transferable, revocable

right to use the Service for your internal business purposes while these Terms are in effect. We reserve all rights not expressly granted.

10. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE, INCLUDING ALL OUTPUT, SCORES, DATA AND THE OVERHEAD AUDIT, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA OR AI OUTPUT WILL BE ACCURATE OR COMPLETE, OR THAT USE OF THE SERVICE WILL IMPROVE YOUR VISIBILITY, RANKINGS, REVENUE OR COSTS.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW:

ZIPSCOUT AND ITS MEMBERS, MANAGERS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100.

These limits apply to all theories of liability and even if a remedy fails of its essential purpose. Some jurisdictions don't allow certain limitations, so some of these may not apply to you.

12. Indemnity

You will defend, indemnify and hold harmless Zipscout LLC and its members, managers, employees and agents from claims, losses, damages and expenses (including reasonable attorneys' fees) arising from:

Your Content, including recordings and any lack of required consent

Content you publish or send, including approved drafts

Your violation of these Terms or of law

Your violation of anyone's rights

13. Dispute resolution and arbitration

Talk to us first. Before filing a claim, contact us at the address in Section 16 and describe the dispute. We'll try to resolve it informally within 30 days.

Binding arbitration. If we can't resolve it, you and ZipScout agree that any dispute relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, rather than in court. The arbitration will take place in Mecklenburg County, North Carolina, or remotely by video if both parties agree.

Exceptions. Either party may bring an individual claim in small claims court, or seek court relief to stop infringement or misuse of intellectual property.

CLASS ACTION WAIVER. DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS, NOT AS A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. YOU AND ZIPSCOUT WAIVE ANY RIGHT TO A JURY TRIAL.

If the class action waiver is found unenforceable for a claim, that claim will proceed in court under Section 15, not in arbitration.

14. Suspension and termination

You may stop using the Service and cancel your membership at any time (Section 4).

We may suspend or end your access if you breach these Terms, fail to pay, create risk or legal exposure for us or others, or if we stop offering the Service. Where reasonable, we'll give notice and a chance to fix the problem first.

If we end the Service for reasons other than your breach, we will refund any prepaid, unused membership fees for the remaining period, and any unused Overhead Audit credit.

When access ends, you may export your data for 30 days where the Service allows, after which we may delete it as described in our Privacy Policy.

Sections that by their nature should survive (including 7 through 13 and 15) survive termination.

15. General terms

Governing law. These Terms are governed by the laws of the State of North Carolina, without regard to conflict-of-law rules, and by the Federal Arbitration Act for Section 13. Any court proceeding permitted under these Terms will be in the state or federal courts located in Mecklenburg County, North Carolina.

Entire agreement. These Terms, the Privacy Policy and any order or checkout terms are the entire agreement between us about the Service.

Severability and waiver. If any part is unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver.

Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets.

Force majeure. We aren't liable for delays caused by events beyond our reasonable control, including outages at our service providers.

Electronic communications. You agree to receive notices electronically, by email or in the Service.

16. Changes and contact

Changes to these Terms. We may update these Terms. We'll post the new version with an updated effective date. For material changes, we will notify you by email or in the Service at least 30 days before they apply to your paid membership. Continuing to use the Service after changes take effect means you accept them.

Contact us

Zipscout LLC 4111-E Rose Lake Dr #9623, Charlotte, North Carolina 28217, United States Email: support@zipscout.ai