These Terms of Service ("Terms") govern your access to and use of the OpenDecision platform, including our websites at opendecision.com and app.opendecision.com, our Scout AI assistant, decision space functionality, APIs, and any related services (collectively, the "Services"). By using the Services, you agree to be bound by these Terms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization and that "you" refers to the organization.

1. Eligibility and Accounts

You must be at least 18 years old and have the legal capacity to enter into a binding contract to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify us promptly of any unauthorized use of your account. We strongly recommend enabling multi-factor authentication where available through your OAuth provider.

2. Your Content

You retain all rights to the content you submit to the Services, including your decision profiles, Scout AI conversations, notes, uploaded files, and other materials ("Your Content"). You grant OpenDecision a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Your Content solely as necessary to provide the Services to you. This license ends when you delete Your Content or terminate your account, except for copies we retain to comply with legal obligations or as described in our Privacy Policy.

You are solely responsible for Your Content and must have all necessary rights to submit it. You must not submit content that is illegal, infringes others' rights, contains malware, or violates the Acceptable Use provisions below.

3. Acceptable Use

You agree not to:

Use the Services for any unlawful purpose or to violate any applicable law or regulation
Infringe the intellectual property, privacy, or other rights of any third party
Attempt to gain unauthorized access to the Services, other users' accounts, or our infrastructure
Reverse-engineer, decompile, or attempt to extract the source code of the Services
Circumvent rate limits, abuse prevention measures, or usage quotas
Use automated scraping, crawling, or bots against the Services except as expressly permitted
Submit malware, viruses, or other harmful code
Use the Services to build a competing product or service
Resell, sublicense, or redistribute the Services without our written consent

4. Scout AI and Automated Processing

The Services include Scout AI, a conversational assistant and matching engine that uses third-party large language models (currently Google Gemini) to process your inputs and generate responses. By using Scout AI, you understand that:

Your queries, decision profiles, and related inputs are transmitted to Google's Gemini API for processing
AI-generated outputs may contain inaccuracies, omissions, or content that is out of date. You should not rely on Scout AI as the sole basis for business decisions without independent verification
We do not guarantee that outputs are fit for any particular purpose
We do not use your inputs to train our foundation models. Google's handling of data sent to Gemini is governed by its own terms, which we link to in our Privacy Policy

5. Third-Party Services and Integrations

The Services integrate with third-party providers including Google (OAuth, Gemini AI), Microsoft (OAuth), Supabase (database and authentication), Resend (transactional email), PostHog (product analytics), Vercel (hosting), and DigitalOcean (compute). Your use of these providers through the Services is subject to their respective terms. We are not responsible for the availability, accuracy, or content of third-party services.

Product information displayed through the Services is sourced from vendor websites, public marketplaces, and other public records. Accuracy is not guaranteed; verify details directly with vendors before purchase decisions.

6. Intellectual Property

OpenDecision and its licensors own all right, title, and interest in and to the Services, including all software, design, content (other than Your Content), trademarks, logos, and documentation. These Terms do not grant you any rights to our intellectual property except the limited right to use the Services in accordance with these Terms.

7. Privacy

Your use of the Services is governed by our Privacy Policy, which is incorporated into these Terms. For enterprise customers who require a Data Processing Agreement, contact matt@opendecision.com.

8. Subscriptions and Payment

Certain features of the Services may be offered as paid subscriptions. Pricing, billing frequency, and payment terms will be disclosed at the time of purchase. Subscriptions automatically renew unless cancelled prior to the renewal date. Fees are non-refundable except where required by law. We may modify pricing with at least thirty (30) days' notice; modifications take effect on your next renewal.

9. Termination

You may terminate your account at any time by contacting us or using any self-service deletion tool we provide. We may suspend or terminate your access to the Services at any time, with or without notice, if we believe you have violated these Terms or if required by law. Upon termination, your right to use the Services ends immediately. Sections that by their nature should survive termination (including intellectual property, disclaimers, limitations of liability, and dispute resolution) will survive.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE. WE DO NOT WARRANT THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPENDECISION AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, REVENUE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

12. Indemnification

You agree to defend, indemnify, and hold harmless OpenDecision and its affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your violation of these Terms, your misuse of the Services, or Your Content.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles. Any dispute arising out of or related to these Terms or the Services that cannot be resolved informally will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules in San Francisco, California, except that either party may seek injunctive relief in any court of competent jurisdiction for intellectual property or confidentiality claims.

YOU AND OPENDECISION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE RIGHT TO A JURY TRIAL IS WAIVED.

14. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated by email to the address associated with your account or through an in-product notice, at least fourteen (14) days before they take effect. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

15. Miscellaneous

These Terms, together with the Privacy Policy and any other agreements you enter into with us, constitute the entire agreement between you and OpenDecision regarding the Services. If any provision is held unenforceable, the remaining provisions remain in effect. Our failure to enforce any right or provision is not a waiver of that right. You may not assign these Terms without our written consent; we may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.

16. Contact

Questions about these Terms? Email matt@opendecision.com.