Last updated: 4/10/2026
This Subscription Agreement (the "Agreement") is made effective on the date executed by the Customer, (the "Effective Date") by and between:
Publisher: Tennessee Digital Ventures, LLC d/b/a Scouter AI, a Tennessee limited liability company with its principal place of business at 2623 Reservoir Rd., Kingsport, TN 37660 ("Publisher"); and
WHEREAS, Publisher is in the business of providing investment research and analytics services as hereinafter defined; and
WHEREAS, Customer wishes to retain the services of Publisher, and Publisher wishes to provide such services to Customer, in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
Publisher shall provide to Customer investment research and analytics services (the "Services"). The Services shall include, but are not limited to: a web-based investment research platform. The Services include access to stock market data, 'trend scores' (analyzing hype, catalysts, and headwinds), catalyst event calendars, and portfolio tracking tools ("Starting Lineup" and "Bench"). The specific features and depth of data available to Customer shall depend on the Subscription Plan (e.g., "Free" or "Premium") selected by Customer at checkout.
Publisher reserves the right to update, amend, or restate the terms hereof without the consent of Customer. Any such update, amendment, or restated terms shall become effective 30-days upon Publisher sending such notice.
This Agreement does not create an exclusive relationship between the parties. Customer may acquire services similar to the Services from other providers, and Publisher may provide services similar to the Services to other customers.
Publisher shall comply with all applicable federal, state, and local laws, rules, and regulations in performing the Services, including but not limited to all applicable securities laws and regulations. Publisher shall obtain and maintain all permits, licenses, and other authorizations required to perform the Services.
Customer shall pay Publisher the fees applicable to Customer's selected Subscription tier. Current subscription tiers are as follows: (a) $0/month for the free tier; (b) $19/month for the premium tier; or (c) $190/year for the premium tier ("Subscription Fees"). Publisher reserves the right to modify the Subscription Fees upon thirty (30) days' written notice to Customer.
Subscription Fees will be automatically charged to Customer's credit card each month on the Billing Date. The initial Billing Date shall be the Effective Date of this Agreement. Each subsequent Billing Date shall occur every thirty (30) days thereafter. By entering into this Agreement, Customer expressly authorizes Publisher, or its designated vendor, to process the Subscription Fees on the Billing Date. If Customer shall choose the yearly premium tier, then the Billing Date shall be the Effective Date of this Agreement. Each subsequent Billing Date shall occur annually thereafter.
The Subscription Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, "Taxes"). Customer expressly authorizes Publisher, or its designated vendor, to process payment for Taxes in addition to the Subscription Fees on the Billing Date.
Publisher hereby discloses the following financial information:
This Agreement shall commence on the Effective Date and shall continue until terminated by either party. Customer may cancel the Subscription at any time before the next Billing Date.
Publisher may terminate this Agreement for convenience upon [thirty (30) days] written notice to Customer.
Upon termination or expiration of this Agreement for any reason:
DISCLAIMER. The SUBSCRIPTION and any related content are provided solely for general informational purposes and do not constitute financial, investment, or other professional advice. No fiduciary relationship is created by the use of the SUBSCRIPTION. The Product shall not be used or relied upon as a substitute for advice from a qualified financial professional. The analysis provided by the SERVICES is based on historical data and AI modeling. Bull/bear targets are hypothetical artificial intelligence projections based on historical data and is SPECULATIVE in nature. Past performance is not indicative of future results. Customer acknowledges that trading securities involves a SUBSTANTIAL risk of loss.
DISCLAIMER OF WARRANTY. All information provided through the subscription is "as-is" with all faults, and the entire risk as to quality, performance, and accuracy is with the Customer. Publisher relies on certain THIRD-PARTY data feeds and cannot guarantee real time accuracy or uptime. THE WARRANTY SET FORTH IN THIS SECTION V IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PUBLISHER DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
Representations. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS Over the age of eighteen (18) and in sound mind and memory. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESS REPRESENTATIONS AND WARRANTIES INCLUDED IN THIS AGREEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER, TO THE EXTENT CUSTOMER DEEMS NECESSARY, SHALL CONSULT WITH CUSTOMER'S OWN LEGAL, TAX, AND FINANCIAL ADVISERS BEFORE MAKING ANY INVESTMENT DECISIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT in making a decision to invest, relied on Customer's own due diligence and independent investigation.
Use of the Service is governed by our Privacy Policy, available at www.scouterai.com/privacy, which is incorporated herein by reference.
Publisher and its Publishers own and retain all right, title, and interest in and to the Service, software, system, and all intellectual property rights therein. Customer acknowledges that in providing the Service, Publisher utilizes: (i) the Publisher's name, the Publisher logo, the Publisher domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software, and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively, "Publisher Materials"). The Publisher Materials are protected by copyright, trade secret, patent, and other intellectual property laws. Subject to the limited licenses expressly set forth herein, Publisher reserves all rights, title, and interest in and to the Publisher Materials, including all related intellectual property rights.
Customer hereby grants to Publisher a worldwide, non-exclusive, royalty-free license to process, use, reproduce, distribute, perform, display, and otherwise exploit the Customer Data solely for the purpose of (i) providing the Service to Customer, (ii) preventing or addressing service or technical problems, (iii) as may be required by law, (iv) use anonymized, aggregated Customer data for business purposes; and (v) as expressly permitted in writing by Customer. Customer represents and warrants that it has all rights necessary to grant the licenses in this Section 7.2.
Except as expressly permitted herein, Customer will not: (a) modify, copy, or create derivative works based on the Service; (b) frame or mirror any content forming part of the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service or any software, documentation, or data related to the Service; (d) remove or modify any proprietary notices or labels from the Service or any portion thereof; (e) access the Service in order to build a competitive product or service; (f) share login credentials; (g) use the application programming interface for any unauthorized purpose; (h) use the Service for any commercial purpose; (i) share a portion of the Service in a manner that could serve as a substitute for the Service; or (j) copy any features, functions, or graphics of the Service without prominently displaying the Publisher's approved logo and trademark. Notwithstanding the foregoing, Customer may share Service graphics on social media as long as the graphic contains the Publisher's approved logo and trademark.
As between Customer and Publisher, Customer owns all right, title, and interest in and to all Customer Data. Customer grants Publisher a license to host, copy, transmit, display, and process Customer Data as necessary to provide the Service in accordance with this Agreement. Subject to the limited licenses granted herein, Publisher acquires no right, title, or interest from Customer or its Publishers under this Agreement in or to any Customer Data.
Publisher shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer relating to the operation of the Service.
Customer hereby grants to Publisher a non-exclusive, non-transferable, and royalty-free license to use Customer Marks solely in connection with the performance of the Service during the Term.
IN NO EVENT SHALL PUBLISHER BE LIABLE TO THE CUSTOMER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
THE CUMULATIVE LIABILITY OF PUBLISHER TO CUSTOMER FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO PUBLISHER BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.
Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties. Neither party shall have the authority to bind the other party or to incur any obligation on the other party's behalf without the other party's prior written consent.
Neither party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authority, fires, floods, earthquakes, riots, wars, sabotage, labor disputes, governmental actions, or inability to obtain materials, equipment, or transportation, provided that the delayed party: (a) gives the other party written notice of such cause promptly, and in any event within fifteen (15) days of discovery thereof; and (b) uses its reasonable efforts to correct such failure or delay in its performance. The delayed party's time for performance shall be excused for the duration of the force majeure event, but if the event lasts longer than thirty (30) days, the other party may terminate this Agreement upon written notice to the delayed party.
This Agreement will be governed by and interpreted in accordance with the laws of the State of Tennessee, without giving effect to any principles of conflicts of law. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against either of the parties in the state courts of the State of Tennessee in Sullivan County, Tennessee, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.
If Publisher incurs any costs, expenses, or fees, including reasonable attorney's fees, in connection with the collection of any amounts due under this Agreement, Publisher shall be entitled to recover such costs, expenses, and fees from Customer.
The Publisher may subcontract its obligations and rights to a third party. Customer may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Publisher, which consent shall not be unreasonably withheld. Any attempted assignment in violation of this Section shall be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect. The parties agree to negotiate in good faith a valid and enforceable provision that is a reasonable substitute for any provision found to be illegal, invalid, or unenforceable.
The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference only and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
Each term and provision of this Agreement that should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either party to this Agreement.
All notices or other communications required under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email with confirmation of receipt, sent by nationally recognized overnight courier with written verification of receipt, or sent by certified or registered mail, postage prepaid, return receipt requested. All such notices or communications shall be addressed as follows:
If to Publisher:
Tennessee Digital Ventures, LLC
2623 Reservoir Rd.
Kingsport, TN 37660
Attention: Evan Rodick
Email: evan@scouterai.com
No waiver of any term or right in this Agreement shall be effective unless in writing and signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision thereafter.
This Agreement, and any exhibits attached hereto, is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
By clicking "I Agree," checking the acceptance box, or otherwise indicating assent, you acknowledge that you have read, understand, and agree to be bound by the terms and conditions of this Agreement, including any policies or documents incorporated herein by reference. You further represent that you have the legal authority to enter into this Agreement.