This Master Services Agreement (“Agreement”) is entered into by and between Scopable, Inc. (“Scopable”) and the entity or individual accessing or using the Services (“Customer”). This Agreement governs Customer's access to and use of the Services. For more information about Scopable, visit our About page. Questions? Contact us.
Effective Date: The date Customer first accesses or uses the Services. See also our Privacy Policy.
1. Definitions
- “Services” means Scopable's hosted software platform, applications, AI-assisted functionality, documentation, and related services.
- “Customer Data” means all data, content, information, and materials submitted to or processed by the Services on Customer's behalf.
- “Authorized Users” means Customer's employees, contractors, or agents authorized to use the Services.
- “AI Outputs” means any content, estimates, scopes, or recommendations generated through automated or AI-assisted features.
- “Order Form” means any ordering document, online checkout, or pricing page specifying Services, fees, and terms.
- “Confidential Information” has the meaning set forth in Section 10.
2. Services
2.1 Provision of services
Subject to this Agreement, Scopable shall make the Services available to Customer on a subscription or usage basis as specified in the applicable Order Form.
2.2 No professional services
The Services are tools intended to assist Customer operations. Scopable does not provide legal, financial, accounting, compliance, engineering, or professional consulting services.
2.3 Modifications
Scopable may modify or update the Services from time to time. Material reductions in core functionality will not be made without reasonable notice.
3. Access and use
3.1 Authorized use
Customer may use the Services solely for its internal business purposes and in accordance with this Agreement.
3.2 User responsibilities
Customer is responsible for:
- All actions taken by Authorized Users
- Maintaining the confidentiality of credentials
- Ensuring compliance with applicable laws
3.3 Restrictions
Customer shall not:
- Reverse engineer, decompile, or attempt to extract source code
- Circumvent security or usage limits
- Use the Services to infringe rights or engage in unlawful activity
- Introduce malware or interfere with system integrity
4. Customer data
4.1 Ownership
Customer retains all right, title, and interest in Customer Data.
4.2 License
Customer grants Scopable a non-exclusive, worldwide, limited license to host, process, transmit, and display Customer Data solely to provide the Services.
4.3 Responsibility for data
Customer represents and warrants that it has all rights necessary to provide Customer Data and that such data does not violate applicable law or third-party rights.
5. AI and automation
5.1 AI outputs
Customer acknowledges that AI Outputs:
- Are generated probabilistically
- May be inaccurate, incomplete, or outdated
- Require independent review and validation
5.2 Customer responsibility
Customer retains full responsibility for:
- Pricing, scopes, deliverables, and contractual commitments
- Reliance on or use of AI Outputs
5.3 No training on customer data
Customer Data is not used to train public or third-party AI models.
6. Integrations and third-party services
The Services may interoperate with third-party platforms. Scopable:
- Does not control third-party services
- Is not responsible for their availability or compliance
- Is not liable for third-party data handling
Customer authorizes data exchange with integrations it enables.
7. Fees and payment
7.1 Fees
Customer shall pay all fees specified in the applicable Order Form.
7.2 Payment terms
Unless otherwise stated:
- Fees are billed in advance
- Payments are non-refundable
- Late payments may result in suspension
7.3 Taxes
Fees exclude taxes, which Customer is responsible for, excluding taxes based on Scopable's income.
8. Intellectual property
Scopable retains all intellectual property rights in and to the Services, including software, workflows, models, and documentation.
No rights are granted except as expressly stated.
9. Confidentiality
9.1 Definition
“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or reasonably understood to be confidential.
9.2 Obligations
Each party shall:
- Protect Confidential Information using reasonable care
- Use it solely to perform under this Agreement
- Not disclose it except as permitted herein
9.3 Exclusions
Confidential Information excludes information that is publicly available, independently developed, or lawfully obtained from a third party.
10. Security
Scopable will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data.
Customer acknowledges that no system is completely secure.
11. Term and termination
11.1 Term
This Agreement remains in effect until terminated.
11.2 Termination for convenience
Customer may terminate at any time. Fees paid are non-refundable.
11.3 Termination for cause
Either party may terminate for material breach not cured within thirty (30) days of notice.
11.4 Effect of termination
Upon termination:
- Access to Services ceases
- Customer Data is handled per retention policies or written agreement
12. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
SCOPABLE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
SCOPABLE DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR PRODUCE SPECIFIC RESULTS.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
- SCOPABLE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
- SCOPABLE'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM
14. Indemnification
Customer shall indemnify and hold harmless Scopable from claims arising from:
- Customer Data
- Customer's use of the Services
- Violation of this Agreement or applicable law
15. Governing law and venue
This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules.
Exclusive venue lies in the state or federal courts located in Delaware.
16. General
- Assignment: Customer may not assign without consent
- Force Majeure: Neither party is liable for events beyond reasonable control
- Severability: Invalid provisions do not affect the remainder
- Entire Agreement: This Agreement and applicable Order Forms constitute the entire agreement
- Waiver: Failure to enforce is not a waiver
17. Contact information
Scopable, Inc.
Email: [email protected]
Website: https://scopable.io