Master Subscription Agreement

1.1 Order Forms. An “Order Form” is any document or online transaction by which Client subscribes to the Service, including (a) a Foreman Enterprise Subscription Agreement or other order form signed by both parties that references these terms, and (b) Client’s selection of a plan and completion of checkout within the Service or on foreman.co. Each Order Form sets the commercial terms of the subscription — trial length, seat counts and types, prices, fees, billing frequency, and term dates.

1.2 The Agreement. Each Order Form, together with this MSA, forms a separate agreement between ScoutOut and the Client identified on that Order Form (the “Agreement”).

1.3 Order of precedence. If an Order Form and this MSA conflict, the Order Form controls with respect to the subscription that Order Form covers. This MSA governs everything the Order Form does not address.

1.4 Acceptance. Client accepts this MSA by signing an Order Form that references it, by creating an account, or by accessing or using the Service. If you accept on behalf of an entity, you represent that you have authority to bind that entity, and “Client” refers to that entity.

1.5 Prior terms. With respect to access to and use of the Service, this MSA supersedes the Foreman Terms of Service dated January 11, 2026 and any other general terms previously published by ScoutOut.

1.6 Privacy Notice. ScoutOut’s Privacy Notice, published at foreman.co/privacy, describes how ScoutOut processes personal data. If the Privacy Notice and this MSA conflict with respect to Client Data, this MSA controls.

• “Client Data” means the data, plan sets, drawings, specifications, photographs, budgets, records, financial information, and other content that Client or its Users upload to, or generate in, the Service.
• “Output” means the AI-generated takeoffs, quantities, counts, measurements, areas, and derived estimates that the Service produces from Client Data.
• “Users” means the individuals Client authorizes to use the Service under its seats, including its employees and contractors.
• “External Users” means Client’s own clients, subcontractors, suppliers, and other external parties whom Client invites to a project.
• “Estimator Seat” and “General Seat” have the meanings given on the Order Form and in Section 3.2.

3.1 Grant. Subject to the Agreement, ScoutOut grants Client a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for Client’s internal business purposes, subject to the seat allocations on the Order Form. ScoutOut reserves all rights not expressly granted.

3.2 Seats. Seats are named to individual Users and may be reassigned when a User changes roles or leaves, but may not be shared or rotated to increase capacity. Where an Order Form allocates Estimator Seats and General Seats: Estimator Seats (assigned an Owner, Admin, or Member role) receive full access to the Service, including AI plan takeoffs, budgets, records, and financials; General Seats (assigned the Field role) may access the schedule, daily logs, tasks, files, photos, and messaging on assigned projects, but may not run AI takeoffs or access budgets, financials, or organization settings. Client may add seats at any time at the rates on the Order Form, prorated for the remainder of the then-current term; seat counts may not be reduced during a term.

3.3 External Users. External Users are unlimited and included at no additional charge. Client controls what External Users can see through the Service’s sharing and permission settings, and is responsible for configuring those settings.

3.4 Responsibility for Users. Client is responsible for the acts and omissions of its Users and External Users as if they were Client’s own, for keeping account credentials confidential, and for all activity under its account. Client will notify ScoutOut promptly of any suspected unauthorized access.

3.5 Availability and support. ScoutOut will use commercially reasonable efforts to keep the Service available, excluding planned maintenance and events outside its reasonable control. Onboarding, training, and support are provided as described on the Order Form; absent other terms, ScoutOut provides email and in-app support at hello@foreman.co.

Client will not, and will not permit any User, External User, or third party to:

• (a) reverse engineer, decompile, or attempt to derive the source code, algorithms, or models underlying the Service;
• (b) resell, sublicense, or otherwise provide the Service to third parties, except as permitted by the Order Form and except for access granted to External Users on Client’s own projects;
• (c) scrape or bulk-extract data from the Service other than Client Data;
• (d) use the Service to develop a competing product or service, or for competitive benchmarking;
• (e) upload unlawful, infringing, or malicious content, or content Client does not have the rights to upload;
• (f) interfere with the integrity, security, or performance of the Service;
• (g) circumvent seat limits, usage limits, or access controls; or
• (h) use the Service in violation of applicable law.

5.1 Free trials. Trials are provided as stated on the Order Form. Where the Order Form provides an enterprise trial, the trial begins on the date ScoutOut notifies Client that its organization is provisioned and its initial data is loaded, and Client may cancel at any time before the trial ends by written notice to hello@foreman.co, at no cost and with no further obligation. Whether and how a trial converts to a paid subscription is governed by the Order Form.

5.2 Beta features. Features identified as beta, preview, or early access are provided as-is, may be changed or withdrawn at any time, and are excluded from any warranty or availability commitment.

6.1 Fees. Fees, billing frequency, and payment method are as stated on the Order Form.

6.2 Invoicing and payment. Unless the Order Form states otherwise, ScoutOut invoices in advance and payment is due within thirty (30) days of each invoice date. All amounts are in U.S. dollars. For subscriptions purchased online, fees are charged to the payment method on file at the start of each billing period. Any card-processing surcharge is as stated on the Order Form.

6.3 Late payment. Undisputed amounts more than thirty (30) days overdue may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. ScoutOut may suspend the Service for non-payment on ten (10) days’ written notice.

6.4 Non-refundable. Fees are non-refundable except as expressly stated in the Agreement or required by law.

6.5 Taxes. Fees exclude taxes. Client is responsible for all sales, use, value-added, and similar taxes, excluding taxes based on ScoutOut’s income.

7.1 Term and renewal. The subscription term, renewal mechanics, and any non-renewal notice period are as stated on the Order Form. Where an Order Form provides a twelve (12)-month initial term with automatic renewal, either party may prevent renewal by written notice at least thirty (30) days before the end of the then-current term; per-seat rates are fixed through the initial term and the first renewal term, after which ScoutOut may increase rates by no more than 5% per renewal on at least sixty (60) days’ notice.

7.2 Termination for cause. Either party may terminate the Agreement if the other party materially breaches it and does not cure the breach within thirty (30) days after written notice describing it.

7.3 Effect of termination. On termination or expiration, Client’s right to access the Service ends and all unpaid fees accrued through the effective date become due. If Client terminates for ScoutOut’s uncured material breach, ScoutOut will refund prepaid fees for the remainder of the terminated term on a pro-rata basis.

7.4 Data export. For thirty (30) days after termination or expiration, ScoutOut will make Client Data available for export in a machine-readable format. After that period, ScoutOut may delete Client Data in the ordinary course, subject to routine backup cycles and any legal retention requirement.

7.5 Suspension. ScoutOut may suspend access without prior notice if it reasonably determines that continued access poses a security risk, violates law, or materially disrupts the Service for others, and will restore access promptly once the cause is resolved.

8.1 Ownership. As between the parties, Client retains all right, title, and interest in and to Client Data, including uploaded plan sets, drawings, budgets, and financial records. ScoutOut acquires no rights in Client Data other than the limited license in Section 8.2.

8.2 Limited license. Client grants ScoutOut a non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, and display Client Data solely to provide, secure, and support the Service for Client and to comply with law. ScoutOut will not sell Client Data and will not disclose it except to the service providers described in Section 8.5, to the Users and External Users that Client’s own sharing settings designate, or as required by law.

8.3 Model training. ScoutOut will not use Client Data to train or improve machine-learning models for the benefit of any other client without Client’s written consent.

8.4 Aggregated data. ScoutOut may generate and use aggregated, de-identified data derived from operation of the Service to operate, secure, analyze, and improve it, provided that such data does not identify Client, any User, or any project, and is not disclosed in any form that would permit such identification.

8.5 Service providers. ScoutOut may use third-party service providers — for example cloud hosting, email delivery, payment processing, and machine-learning compute — to provide the Service. ScoutOut remains responsible for their performance and will bind them to confidentiality and data-protection obligations no less protective than those in this MSA.

8.6 Security. ScoutOut will maintain reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, loss, or disclosure, and will notify Client without undue delay after confirming a security breach affecting Client Data.

8.7 Client responsibility. Client represents that it has the rights and consents necessary to upload Client Data to the Service and to have it processed as the Agreement contemplates.

9.1 Nature of Output. The Service’s AI takeoff, quantity-detection, and measurement features produce estimates generated by machine-learning models from Client-supplied documents. They are decision-support tools that must be reviewed and verified by a qualified estimator before use.

9.2 No warranty of accuracy. ScoutOut does not warrant that any quantity, count, dimension, area, or derived cost is accurate or complete. Client is solely responsible for verifying all Output before relying on it, and ScoutOut has no liability for any bid, purchase, change order, or construction decision made in reliance on it.

9.3 Ownership of Output. As between the parties, Output generated from Client Data is Client Data and is owned by Client.

10.1 ScoutOut IP. ScoutOut and its licensors own all right, title, and interest in and to the Service, including all software, machine-learning models, algorithms, and documentation, and all improvements to them. No rights are granted except as expressly stated in the Agreement.

10.2 Feedback. If Client provides suggestions, recommendations, or other feedback about the Service, ScoutOut may use it without restriction, attribution, or obligation. Feedback is not Client Data.

10.3 Usage data. ScoutOut may collect technical and usage data about how the Service is accessed and performs — for example log data, device and browser information, feature usage, and error reports — and may use it to operate, secure, support, and improve the Service. ScoutOut will not disclose usage data attributable to Client other than in aggregated, de-identified form.

11.1 Definition. “Confidential Information” means non-public information one party discloses to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Client Data is Client’s Confidential Information. The Service’s non-public features, security information, and pricing are ScoutOut’s Confidential Information.

11.2 Obligations. The receiving party will protect Confidential Information with at least reasonable care, use it only to perform under the Agreement, and disclose it only to personnel, advisors, and service providers who need it and are bound by comparable obligations.

11.3 Exclusions. Confidential Information does not include information that is or becomes public without breach, was known to the receiving party without obligation, is independently developed without use of the disclosing party’s information, or is rightfully received from a third party without restriction.

11.4 Compelled disclosure. A party may disclose Confidential Information to the extent required by law or legal process, giving the other party reasonable advance notice where legally permitted.

12.1 Mutual. Each party represents that it has the authority to enter into the Agreement.

12.2 ScoutOut warranty. ScoutOut warrants that it will provide the Service in a professional and workmanlike manner and materially as described in its then-current documentation.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.2, THE SERVICE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SCOUTOUT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SCOUTOUT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY OUTPUT WILL BE ACCURATE OR COMPLETE.

13.1 By ScoutOut. ScoutOut will defend Client against any third-party claim alleging that the Service, as provided by ScoutOut and used in accordance with the Agreement, infringes a United States patent, copyright, trademark, or trade secret, and will pay damages finally awarded against Client or amounts in a settlement ScoutOut approves. This obligation does not apply to claims arising from Client Data, from Output, from modifications not made by ScoutOut, from combination of the Service with items ScoutOut did not supply, or from use of the Service in breach of the Agreement. If the Service becomes, or ScoutOut believes it may become, the subject of such a claim, ScoutOut may at its option procure the right for Client to continue using the Service, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid, unused fees. This Section states ScoutOut’s entire liability for claims of infringement.

13.2 By Client. Client will defend ScoutOut against any third-party claim arising from Client Data, from Client’s or its Users’ or External Users’ use of the Service in breach of the Agreement or in violation of law, or from Client’s reliance on Output, and will pay damages finally awarded against ScoutOut or amounts in a settlement Client approves.

13.3 Procedure. The indemnified party will promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (provided that no settlement imposing liability or an admission on the indemnified party may be made without that party’s consent), and provide reasonable cooperation at the indemnifying party’s expense.

14.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, OR LOST OR CORRUPTED DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR ANY CLIENT USING THE SERVICE WITHOUT CHARGE, INCLUDING DURING A FREE TRIAL, SCOUTOUT’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

14.3 Exclusions from the cap. Sections 14.1 and 14.2 do not limit (a) Client’s obligation to pay fees; (b) either party’s indemnification obligations under Section 13, except that ScoutOut’s total liability under Section 13.1 will not exceed two (2) times the amount stated in Section 14.2; (c) either party’s breach of Section 11 (Confidentiality); or (d) either party’s fraud or willful misconduct.

14.4 Basis of the bargain. The parties agree that these limitations are an essential basis of the bargain between them and apply regardless of the theory of liability and notwithstanding the failure of any limited remedy of its essential purpose.

15.1 Payment processing. Payment collection is facilitated through a third-party payment processor. ScoutOut is not the payment processor, holds no Client funds, and is not responsible for chargebacks, reversals, or actions taken by that processor.

15.2 Templates and e-signature. Document templates, proposal and contract forms, lien-waiver forms, and e-signature features are provided for convenience and do not constitute legal advice. Client is responsible for their legal sufficiency and for reconciling its own books of record.

15.3 Integrations. If Client connects a third-party service to the Service — for example an accounting system — Client authorizes ScoutOut to exchange data with that service as Client directs. The third party’s own terms govern its service, and ScoutOut is not responsible for it.

ScoutOut may identify Client by name and logo as a customer on its website and in customer lists and sales materials. Client may withdraw this permission at any time by written notice to hello@foreman.co, and ScoutOut will discontinue the use within a reasonable period. Any other use of Client’s marks — including a case study, quotation, or press release — requires Client’s prior written consent.

17.1 To the Service. ScoutOut may modify and improve the Service, provided that it will not materially reduce the core functionality of the Service during a paid subscription term.

17.2 To this MSA. ScoutOut may update this MSA by publishing a revised version at foreman.co/terms with a new version number and effective date. For a Client then using the Service, changes take effect thirty (30) days after publication, except that for a Client with a signed Order Form, changes do not take effect until the start of that Client’s next renewal term. Continued use of the Service after the effective date constitutes acceptance. If a change materially and adversely affects Client, Client may terminate by written notice before the change takes effect and receive a pro-rata refund of prepaid, unused fees.

18.1 Governing law. The Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Informal resolution first. Before initiating any proceeding, the party raising a claim will describe it in writing — to ScoutOut at hello@foreman.co, or to Client at the email address on its Order Form or account — and the parties will attempt in good faith to resolve it for sixty (60) days.

18.3 Clients with a signed Order Form. If Client has entered into a signed Order Form, Sections 18.4 and 18.5 do not apply to that Client. Instead, the parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware and waive any objection to venue in those courts.

18.4 Arbitration (all other Clients). For Clients without a signed Order Form, any claim not resolved under Section 18.2 will be resolved by final and binding individual arbitration administered by JAMS under its Optional Expedited Arbitration Procedures, before a single arbitrator, seated in the county of Client’s principal place of business or in Delaware, as Client elects. A new Client may opt out of this Section 18.4 within thirty (30) days of first accepting this MSA by emailing hello@foreman.co with its legal name and a statement of intent to opt out; opting out does not affect any other part of this MSA. Either party may bring a qualifying claim in small claims court instead of arbitration.

18.5 Class action and jury trial waiver. WHERE SECTION 18.4 APPLIES, CLIENT AND SCOUTOUT EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING, JOIN, OR PARTICIPATE IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO RESOLVE THAT CLAIMANT’S OWN CLAIM.

18.6 Equitable relief. Nothing in this Section prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction to protect its Confidential Information or intellectual property rights.

19.1 Assignment. Neither party may assign the Agreement without the other’s written consent, except that either party may assign it in full, on notice, to a successor in a merger, acquisition, or sale of all or substantially all of its assets. Any other attempted assignment is void.

19.2 Notices. Notices must be in writing. Email is sufficient: to ScoutOut at hello@foreman.co, and to Client at the email address on its Order Form or account. Notice is effective on the next business day after it is sent.

19.3 Force majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control.

19.4 Relationship of the parties. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, or employment relationship, and no third-party beneficiary rights.

19.5 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable and the rest of the Agreement remains in effect. A party’s failure to enforce a provision is not a waiver of it.

19.6 Export and sanctions. Client will comply with applicable export control and economic sanctions laws, and represents that it is not located in, or a national or resident of, an embargoed country, and is not on any U.S. government list of restricted or prohibited parties.

19.7 U.S. Government rights. The Service is “commercial computer software” and “commercial computer software documentation.” U.S. Government users receive only the rights granted to all other Clients, in accordance with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202.

19.8 Entire agreement. The Order Form and this MSA are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous proposals, communications, and terms on the subject. Any terms on a Client purchase order or vendor portal have no effect.

19.9 Survival. Sections 8, 10, 11, 12.3, 13, 14, 18, and 19 survive termination or expiration of the Agreement.

19.10 California residents. Under Cal. Civ. Code §1789.3, California residents may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

19.11 Contact. Questions about this MSA may be sent to hello@foreman.co.