Terms of Service

3.1 License Grant

Subject to the terms and conditions of this Agreement, Skope Technologies Inc. hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license during the Term to access and use the Service solely for Customer's internal business purposes in accordance with the Documentation and any applicable usage limits set forth in the Order Form.

3.2 Access Credentials

Customer shall receive access credentials (including usernames and passwords) to access the Service. Such access credentials are specific to individual authorized users and may not be shared among multiple individuals. Customer is responsible for maintaining the confidentiality of all access credentials and shall not permit any third party to use such credentials. Customer shall notify Skope Technologies Inc. immediately of any unauthorized use of access credentials or any other breach of security.

3.3 Prevention of Unauthorized Use

Customer shall take commercially reasonable steps to prevent unauthorized access to or use of the Service, including but not limited to: (a) implementing and maintaining appropriate security measures and access controls; (b) ensuring that authorized users comply with the terms of this Agreement; (c) promptly disabling access credentials for any user who is no longer authorized to access the Service; and (d) monitoring use of the Service for any suspicious or unauthorized activity.

3.4 Use of Output

Customer and its Affiliates may use any output, results, reports, data, or other materials generated by or through the Service ("Output") for their internal business purposes. Customer may store, reproduce, modify, and create derivative works of Output solely to the extent necessary for such internal business purposes. Customer shall not sell, license, or otherwise commercialize Output to third parties without the prior written consent of Skope Technologies Inc.

3.5 Compliance with Laws and Policies

Customer shall use the Service in compliance with all applicable federal, state, local, and international laws, rules, and regulations. Customer's use of the Service shall at all times comply with the Acceptable Use Policy, which is incorporated herein by reference and may be updated by Skope Technologies Inc. from time to time upon notice to Customer. Customer acknowledges that certain uses of the Service may be subject to industry-specific regulations, and Customer is solely responsible for ensuring compliance with any such regulations applicable to its business.

3.6 Affiliates

Customer may permit its Affiliates to access and use the Service in accordance with this Agreement, provided that: (a) such use is within any applicable usage limits; (b) Customer remains responsible for all acts and omissions of its Affiliates as if they were acts or omissions of Customer; and (c) any breach of this Agreement by an Affiliate shall be deemed a breach by Customer.

5.1 Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to all Customer Data, including all intellectual property rights therein. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.

5.2 License to Skope

Customer hereby grants to Skope Technologies Inc. a non-exclusive, worldwide, royalty-free license to access, use, process, reproduce, modify, and display Customer Data and Input solely to the extent necessary to provide the Service, maintain and improve the Service, and fulfill Skope's obligations under these Terms. This license terminates upon the earlier of (a) termination of these Terms or (b) deletion of the Customer Data from Skope's systems, except that Skope may retain Customer Data as required by applicable law or for legitimate business purposes in accordance with Section 10.

5.3 Skope Property

Skope Technologies Inc. retains all right, title, and interest in and to (a) the Service and all components thereof, including all software, technology, algorithms, user interfaces, documentation, and materials provided in connection with the Service; (b) any improvements, enhancements, modifications, or derivative works of the foregoing; (c) all intellectual property rights in any of the foregoing; and (d) any aggregated, anonymized, or de-identified data derived from Customer's use of the Service ("Aggregated Data"). Customer acknowledges that the Service is licensed, not sold, and that Customer acquires no ownership rights in the Service or any intellectual property rights therein.

5.4 Aggregated Data

Notwithstanding Section 5.1, Skope may collect, use, and disclose Aggregated Data for any lawful business purpose, including to develop, improve, and market Skope's products and services, provided that such Aggregated Data does not identify Customer or any individual and cannot reasonably be used to identify Customer or any individual.

5.5 Feedback

If Customer provides Skope with any suggestions, comments, improvements, ideas, or other feedback regarding the Service ("Feedback"), Customer hereby grants Skope a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, create derivative works from, distribute, and otherwise exploit such Feedback for any purpose without any obligation or compensation to Customer.

5.6 No Transfer of Rights

Except as expressly set forth in these Terms, neither party grants to the other party any right, title, or interest in or to any intellectual property rights. All rights not expressly granted herein are reserved.

5.7 Third-Party Materials

The Service may include or incorporate third-party software, content, or materials that are subject to separate license terms. Customer agrees to comply with all applicable third-party license terms.

6.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally, in writing, or in any other form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, customer lists, financial information, software, source code, trade secrets, know-how, and any other proprietary information relating to the Disclosing Party's business operations, products, or services.

6.2 Obligations of Receiving Party

The Receiving Party agrees to: (a) hold the Disclosing Party's Confidential Information in strict confidence; (b) use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement; (c) not disclose the Confidential Information to any third party except as expressly permitted under this Section 6; (d) protect the Confidential Information using the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; and (e) limit access to the Confidential Information to its employees, contractors, and agents who have a legitimate need to know such information for purposes of this Agreement and who have been informed of the confidential nature of such information and are bound by confidentiality obligations at least as protective as those contained herein.

6.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or court order, provided that the Receiving Party: (a) provides the Disclosing Party with prompt written notice of such requirement prior to disclosure, to the extent legally permitted; (b) cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy; and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed.

6.4 Exclusions from Confidential Information

The obligations set forth in this Section 6 shall not apply to any information that: (a) is or becomes publicly available through no breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as evidenced by the Receiving Party's written records; or (e) is approved for release by written authorization of the Disclosing Party.

6.5 Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly: (a) return to the Disclosing Party all tangible materials containing or embodying Confidential Information; and (b) permanently delete or destroy all copies of Confidential Information in electronic form or other intangible media. Upon request, the Receiving Party shall certify in writing to the Disclosing Party that it has complied with the requirements of this Section 6.5. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or regulation, or as maintained in standard computer system backups, provided that such retained information shall remain subject to the confidentiality obligations set forth in this Agreement.

6.6 Equitable Relief

The Receiving Party acknowledges that the Confidential Information is valuable and unique, and that disclosure of such information would cause irreparable harm to the Disclosing Party for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of this Section 6 by the Receiving Party, in addition to any other remedies available at law or in equity.

6.7 Survival

The obligations set forth in this Section 6 shall survive the termination or expiration of this Agreement for a period of five (5) years, except with respect to Confidential Information that constitutes a trade secret under applicable law, in which case the obligations shall continue for so long as such information remains a trade secret.

7.1 AS IS AND AS AVAILABLE

THE SERVICE, INCLUDING ALL OUTPUT, CONTENT, FEATURES, AND FUNCTIONALITY, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SKOPE TECHNOLOGIES INC. EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

7.2 SPECIFIC DISCLAIMERS

WITHOUT LIMITING THE GENERALITY OF SECTION 7.1, SKOPE TECHNOLOGIES INC. SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF:

• (a) MERCHANTABILITY;
• (b) FITNESS FOR A PARTICULAR PURPOSE;
• (c) TITLE;
• (d) NON-INFRINGEMENT;
• (e) QUIET ENJOYMENT;
• (f) QUALITY OF INFORMATION;
• (g) ACCURACY, COMPLETENESS, OR RELIABILITY OF OUTPUT OR RESULTS; AND
• (h) THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

7.3 NO WARRANTY REGARDING OUTPUT

Skope Technologies Inc. makes no representations or warranties regarding the accuracy, completeness, reliability, currentness, or quality of any Output generated through the Service. Output may contain errors, inaccuracies, omissions, or outdated information. Customer acknowledges that artificial intelligence and machine learning technologies are inherently probabilistic and may produce unpredictable, incorrect, incomplete, or inappropriate results.

7.4 CUSTOMER RESPONSIBILITY

Customer is solely responsible for:

• (a) Evaluating the accuracy, completeness, and usefulness of all Output;
• (b) Verifying all Output before relying upon or using it for any purpose;
• (c) Determining whether the Service and any Output are suitable for Customer's intended purposes;
• (d) Implementing appropriate safeguards, quality controls, and review processes; and
• (e) Any decisions made or actions taken based on Output or use of the Service.

7.5 NO PROFESSIONAL ADVICE

The Service and Output do not constitute and should not be relied upon as legal, financial, medical, professional, or other specialized advice. Customer should consult with appropriate qualified professionals before making decisions based on Output.

7.6 THIRD-PARTY SERVICES

Skope Technologies Inc. makes no representations or warranties regarding any third-party services, platforms, or integrations that may be accessible through or in connection with the Service. Any use of third-party services is at Customer's sole risk and subject to such third parties' terms and conditions.

7.7 NO WARRANTY FOR SECURITY

While Skope Technologies Inc. implements commercially reasonable security measures, Skope does not warrant that the Service will be free from viruses, malware, or other harmful components, or that security mechanisms will be error-free or impenetrable. Customer is responsible for implementing appropriate security measures for Customer's systems and data.

7.8 CHANGES TO SERVICE

Skope Technologies Inc. reserves the right to modify, suspend, or discontinue the Service or any portion thereof at any time without warranty of any kind. Skope does not warrant that any content, features, or functionality will continue to be available.

7.9 JURISDICTIONAL LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or limitations on applicable statutory rights of a consumer. To the extent that Skope Technologies Inc. may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Skope's liability shall be the minimum permitted under such applicable law.

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SKOPE TECHNOLOGIES INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SKOPE TECHNOLOGIES INC. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

8.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKOPE TECHNOLOGIES INC.'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO SKOPE TECHNOLOGIES INC. FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

8.3 Application of Limitations

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE, AND SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

8.4 Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT SKOPE TECHNOLOGIES INC. HAS OFFERED ITS SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND SKOPE TECHNOLOGIES INC., AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND SKOPE TECHNOLOGIES INC.

8.5 Exceptions

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, SKOPE TECHNOLOGIES INC.'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9.1 Indemnification by Customer

Customer agrees to indemnify, defend, and hold harmless Skope Technologies Inc., its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "Skope Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Customer's use or misuse of the Service; (b) Customer Data, including any claim that Customer Data infringes, misappropriates, or otherwise violates any third party's intellectual property rights or other proprietary rights; (c) Customer's violation of any term or condition of this Agreement; (d) Customer's violation of any applicable law, regulation, or rule; (e) any negligent or willful misconduct by Customer or its Authorized Users; or (f) any dispute between Customer and any third party relating to the Service.

9.2 Indemnification Procedures

The Skope Indemnified Parties will provide Customer with: (a) prompt written notice of any claim subject to indemnification (provided that failure to provide prompt notice will not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure); (b) reasonable cooperation in the defense of such claim at Customer's expense; and (c) sole control of the defense and settlement of such claim, provided that Customer may not settle any claim that admits liability on behalf of any Skope Indemnified Party or imposes any obligation on any Skope Indemnified Party without Skope's prior written consent, which consent shall not be unreasonably withheld.

9.3 Exclusive Remedy

This Section 9 states the sole and exclusive remedy of the Skope Indemnified Parties for any claims arising from the matters described in Section 9.1.

9.4 Survival

The obligations set forth in this Section 9 shall survive any termination or expiration of this Agreement.

10.1 Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with the provisions set forth in this Section 10.

10.2 Termination for Convenience

Either party may terminate this Agreement for any reason or no reason upon providing thirty (14) days' prior written notice to the other party.

10.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice to the other party if: (a) the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or similar proceeding, or ceases to conduct business in the ordinary course.

10.4 Effect of Termination

Upon termination or expiration of this Agreement for any reason: (a) all rights and licenses granted to Customer under this Agreement shall immediately cease; (b) Customer shall immediately discontinue all use of the Services and delete or destroy all copies of any Skope Technologies Inc. Confidential Information in Customer's possession or control; (c) Customer shall pay all outstanding fees and charges incurred prior to the effective date of termination; and (d) each party shall return or destroy all Confidential Information of the other party in its possession or control, except as required to be retained by applicable law or regulation.

10.5 Data Retrieval and Deletion

Upon termination or expiration of this Agreement, Customer shall have thirty (30) days from the effective date of termination to retrieve any Customer Data from the Services. Following such thirty (30) day period, Skope Technologies Inc. shall have no obligation to maintain or provide any Customer Data and may delete all Customer Data in its systems or otherwise in its possession or control, unless legally prohibited from doing so. Customer acknowledges and agrees that Skope Technologies Inc. shall have no liability for any deletion of Customer Data following the expiration of such retrieval period.

10.6 Survival

The following provisions shall survive any termination or expiration of this Agreement: Section 2 (Definitions), Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranties), Section 8 (Limitation of Liability), Section 9 (Indemnification), Section 10.4 (Effect of Termination), Section 10.5 (Data Retrieval and Deletion), this Section 10.6 (Survival), and Section 11 (General Provisions), together with any other provisions that by their nature are intended to survive termination or expiration of this Agreement.

10.7 No Refunds

Except as expressly provided in this Agreement or as required by applicable law, all fees paid are non-refundable, and no refunds or credits shall be provided for partial months or years of service, upgrades, downgrades, or unused Services.

11.1 Assignment

You may not assign, transfer, or delegate any of your rights or obligations under this Agreement without the prior written consent of Skope Technologies Inc. Any attempted assignment in violation of this provision shall be null and void. Skope Technologies Inc. may freely assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11.2 No Waiver

No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom such waiver is sought to be enforced. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

11.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent, or if such modification is not possible, such provision shall be severed from this Agreement. In either case, the remaining provisions of this Agreement shall remain in full force and effect.

11.4 Entire Agreement

This Agreement, together with any exhibits, schedules, or documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter. There are no representations, warranties, covenants, or agreements between the parties except as expressly set forth in this Agreement.

11.5 Amendments

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both parties.

11.6 Notices

All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand, when received by email (with confirmation of receipt), or when received by registered or certified mail, postage prepaid, return receipt requested, to the following address: ben@useskope.com, or to such other address as may be designated by a party in accordance with this section.

11.7 Relationship of Parties

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.8 Force Majeure

Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

11.9 Survival

Any provisions of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive, including but not limited to Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), and 11 (General Provisions).