Privify Scout — Terms of Service

1. Agreement to Terms

This Agreement is a binding legal contract between you (“User,” “you,” or “your”), whether an individual or an entity, and Privify Inc. (“Privify,” “we,” “us,” or “our”), governing your access to and use of the software product known as Privify Scout (the “Software”), including any accompanying documentation, updates, and related online or local services (collectively, the “Service”).

By downloading, installing, accessing, or running the Software, or by clicking or typing an affirmative acceptance where prompted, you represent that:

1. You have read, understood, and agree to be bound by this Agreement in full;
2. You are at least eighteen (18) years of age, or the age of legal majority in your jurisdiction, and have the legal capacity to enter into this Agreement;
3. If you are accepting on behalf of an organization, you have the authority to bind that organization to this Agreement, and “you” and “User” in that case refer to that organization; and
4. You possess all rights, permissions, and legal authority described in Section 4 (“Authorized Use Only”) necessary to run the Software in your intended environment.

If you do not agree to every provision of this Agreement, you must not download, install, access, or run the Software.

2. Description of the Software

Privify Scout is a discovery and scanning utility designed to identify artificial intelligence tools, credentials, local model servers, and Model Context Protocol (“MCP”) servers present on a computer and, where the user elects to run a network-wide scan, on devices reachable from that computer's local network. The Software is provided to help organizations and individuals understand their exposure to unsanctioned or “shadow” AI usage.

The Software may be run in a command-line (“CLI”), terminal-interactive (“TUI”), or local-browser (“HTML”) mode, and may produce a report that you can choose to save locally or share via a link you generate. Privify does not access, view, or store the contents of any report you generate unless you affirmatively choose to share it through a feature that transmits data to Privify or a third party, as described in Section 9 (Data Handling).

3. License Grant and Restrictions

3.1 Limited License

Subject to your compliance with this Agreement, Privify grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and run the Software solely for your own internal use, for the purpose of assessing AI-related exposure on devices and networks you are authorized to scan.

3.2 Restrictions

You shall not, and shall not permit any third party to:

1. copy, modify, adapt, translate, or create derivative works of the Software, except to the extent the Software is distributed under a separate open-source license that expressly permits such activity, in which case that license governs to the extent of any conflict;
2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent such restriction is prohibited by applicable law;
3. sell, resell, rent, lease, sublicense, distribute, or otherwise commercially exploit the Software without Privify's prior written consent;
4. remove, obscure, or alter any proprietary notices, labels, or marks on or in the Software;
5. use the Software to build a competing product or service; or
6. use the Software in violation of Section 4 (Authorized Use Only) or any applicable law.

4. Authorized Use Only

This is a security scanning tool. Running it against systems or networks you do not own and are not authorized to test may violate computer-crime, privacy, or telecommunications laws in your jurisdiction — including, without limitation, the U.S. Computer Fraud and Abuse Act and comparable laws elsewhere — regardless of your intent.

You represent, warrant, and covenant that:

1. You will only run the Software's local-device scan against a device you own or are authorized by its owner/operator to assess;
2. You will only run the Software's network-wide scan against a network, and the devices connected to it, that you own or for which you have obtained prior, documented authorization from the owner or operator of that network to perform such scanning;
3. You are solely responsible for determining whether your use of the Software complies with all applicable federal, state, local, and international laws, regulations, and third-party agreements (including any employer or client acceptable-use policy) in every jurisdiction in which you use the Software; and
4. You will not use the Software to gain unauthorized access to any system, to disrupt any system or network, or for any unlawful purpose.

Privify has no ability to verify your authorization to scan any given device or network and expressly disclaims any responsibility for doing so. Any use of the Software in violation of this Section is entirely at your own risk and is a material breach of this Agreement, and you agree to indemnify Privify as set forth in Section 10.

5. Disclaimer of Warranties — “AS-IS” Basis

THE SOFTWARE AND THE SERVICE ARE PROVIDED ON A STRICTLY “AS-IS” AND “AS-AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

To the maximum extent permitted by applicable law, Privify, on behalf of itself and its licensors, suppliers, and distributors, expressly disclaims all warranties of any kind, whether express, implied, or statutory, including, without limitation, any and all implied warranties of:

1. merchantability;
2. fitness for a particular purpose;
3. non-infringement of third-party rights;
4. title;
5. quiet enjoyment;
6. accuracy, completeness, reliability, timeliness, or currency of any data, output, report, or result produced by the Software;
7. that the Software will be uninterrupted, timely, secure, virus-free, or error-free, or that any defects or errors will be corrected; and
8. any warranty arising out of course of dealing, course of performance, or usage of trade.

PRIVIFY DOES NOT WARRANT THAT THE SOFTWARE WILL DETECT ALL, OR ANY, AI TOOLS, CREDENTIALS, SERVERS, OR SECURITY EXPOSURES PRESENT ON YOUR DEVICE OR NETWORK, AND A SCAN THAT REPORTS NO FINDINGS IS NOT A REPRESENTATION THAT NONE EXIST.

No advice or information, whether oral or written, obtained by you from Privify or through the Software shall create any warranty not expressly stated in this Agreement.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In such jurisdictions, the Software's warranties are limited to the minimum scope and duration permitted by law.

6. Assumption of Risk

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE CHOOSING TO DOWNLOAD, INSTALL, ACCESS, AND RUN THE SOFTWARE ENTIRELY OF YOUR OWN FREE WILL AND VOLITION, AND THAT YOU DO SO ENTIRELY AT YOUR OWN SOLE RISK.

Without limiting the foregoing, you acknowledge that:

1. The Software performs active scanning of your device and, if you elect a network scan, of other devices reachable on your network, which may interact with running processes, open network ports, local files, and third-party services and applications, and such interaction carries inherent technical risk, including but not limited to system instability, resource contention, false positives or false negatives in findings, or unintended interaction with security tooling (e.g., intrusion-detection or endpoint-protection systems) that may flag, block, or respond to the scan;
2. You are solely responsible for evaluating whether it is appropriate to run the Software in your specific environment, including production systems, and for taking any precautions (backups, change windows, notifying network/security teams, etc.) that you deem necessary before doing so; and
3. Privify has not promised, and does not promise, any particular outcome, level of accuracy, or fitness for any specific compliance, audit, security, or business purpose you may have in mind.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

7.1 Exclusion of Certain Damages

IN NO EVENT SHALL PRIVIFY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SUPPLIERS, OR AFFILIATES (COLLECTIVELY, THE “PRIVIFY PARTIES”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND

including, without limitation, damages for loss of profits, revenue, goodwill, business opportunity, or anticipated savings; loss of, corruption of, or inability to access data; procurement of substitute goods or services; system failure, malfunction, downtime, or business interruption; or any other commercial or non-commercial damages or losses, arising out of or in any way related to your access to, use of, or inability to use the Software or the Service, or any findings, report, or output produced by the Software, regardless of the legal theory on which the claim is based (contract, tort, including negligence, strict liability, statute, or otherwise), and even if a Privify Party has been advised of, knew of, or should have known of, the possibility of such damages.

7.2 Cap on Direct Damages

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF THE PRIVIFY PARTIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (A) THE TOTAL AMOUNT YOU PAID TO PRIVIFY FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY U.S. DOLLARS (USD $50).

If you obtained the Software at no cost, the Privify Parties' aggregate liability shall not exceed fifty U.S. dollars (USD $50).

7.3 Basis of the Bargain

You acknowledge that Privify has set its prices and made the Software available to you in reliance upon the warranty disclaimers and limitations of liability set forth in this Agreement, that these disclaimers and limitations reflect a reasonable and fair allocation of risk between you and Privify, and that these disclaimers and limitations form an essential basis of the bargain between you and Privify. Privify would not be able to provide the Software to you on an economically reasonable basis without these limitations.

7.4 Jurisdictional Limits

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations may not apply to you. In such jurisdictions, the Privify Parties' liability is limited to the greatest extent permitted by law.

8. Indemnification

You agree to defend, indemnify, and hold harmless the Privify Parties from and against any and all claims, demands, suits, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs of litigation), arising out of or in any way connected with:

1. your access to or use of the Software or the Service;
2. your breach or alleged breach of any provision of this Agreement, including, without limitation, Section 4 (Authorized Use Only);
3. your violation of any applicable law, regulation, or the rights of any third party (including any claim that your use of the Software to scan a device or network violated the rights of the owner or operator of that device or network);
4. any data, findings, report, or output generated by the Software that you share, publish, transmit, or otherwise make available to any third party; or
5. any dispute between you and any third party (including, without limitation, any employer, client, or network owner/operator) arising from your use of the Software.

Privify reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to cooperate with Privify's defense of such claim. You agree not to settle any such matter without the prior written consent of Privify.

9. Data Handling and Privacy

The Software runs locally on your device. Scan results and reports are generated and stored locally by default and are not transmitted to Privify automatically. If you use an optional feature to share a report (e.g., by generating a shareable link), the content of that report will be transmitted to the third-party service used to host it, and you are solely responsible for reviewing that report for sensitive information before sharing it. Privify's collection and use of any information you do choose to send to us (for example, license activation, update checks, or crash diagnostics, if applicable) is governed by our Privacy Policy at [INSERT PRIVACY POLICY URL], which is incorporated into this Agreement by reference.

10. Intellectual Property

The Software, including all associated intellectual property rights, is and shall remain the exclusive property of Privify and its licensors. This Agreement does not grant you any rights to Privify's trademarks, service marks, logos, or trade names. All rights not expressly granted to you in this Agreement are reserved by Privify.

11. Updates and Changes

Privify may, in its sole discretion, release updates, patches, or new versions of the Software from time to time, and may modify, suspend, or discontinue the Software or any feature of it, in whole or in part, at any time, with or without notice. Privify may update this Agreement from time to time; the version number and effective date at the top of this document will change accordingly. Continued use of the Software after an updated Agreement takes effect constitutes acceptance of the updated terms. If a new version of the Software requires renewed acceptance, you will be prompted again before the Software will run.

12. Term and Termination

This Agreement is effective from the moment you accept it until terminated. You may terminate this Agreement at any time by ceasing all use of the Software and deleting all copies in your possession or control. Privify may suspend or terminate your license to use the Software at any time, with or without cause or notice, including if Privify reasonably believes you have breached this Agreement. Sections 4 through 10, and any other provision that by its nature should survive, shall survive termination of this Agreement.

13. Export Control and Sanctions Compliance

You represent that you are not located in, under the control of, or a national or resident of any country subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable export and re-export control laws and regulations in your use of the Software.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of [INSERT STATE/COUNTRY OF INCORPORATION], without regard to its conflict-of-laws principles. [Counsel to confirm whether to add a binding arbitration clause and class-action waiver here, consistent with Privify's overall dispute-resolution strategy and enforceability in the jurisdictions where Scout is distributed.] Any dispute arising out of or relating to this Agreement or the Software that is not subject to arbitration (if adopted) shall be brought exclusively in the state or federal courts located in [INSERT VENUE], and you consent to the personal jurisdiction of such courts.

15. Miscellaneous

Entire Agreement. This Agreement, together with any Privacy Policy referenced herein, constitutes the entire agreement between you and Privify regarding the Software and supersedes all prior or contemporaneous agreements, representations, and understandings, whether written or oral.

Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

No Waiver. Privify's failure to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.

Assignment. You may not assign or transfer this Agreement, by operation of law or otherwise, without Privify's prior written consent. Privify may freely assign this Agreement, including in connection with a merger, acquisition, or sale of assets.

Relationship of the Parties. Nothing in this Agreement creates any partnership, joint venture, employment, or agency relationship between you and Privify.

Force Majeure. Privify shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control.

Contact. Questions about this Agreement may be directed to [INSERT LEGAL/SUPPORT CONTACT EMAIL].

Acceptance

BY CLICKING “I AGREE,” TYPING “I AGREE” WHEN PROMPTED, OR BY DOWNLOADING, INSTALLING, ACCESSING, OR RUNNING PRIVIFY SCOUT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE, DO NOT DOWNLOAD, INSTALL, ACCESS, OR RUN THE SOFTWARE.