Acceptance
By accessing the ScopeMantle marketing site or using the ScopeMantle platform, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind it. Enterprise customers under a separate Master Services Agreement (MSA) are governed by that MSA, which prevails in the event of conflict.
Definitions
- Service, the ScopeMantle platform, APIs, and supporting websites.
- Customer, the entity or person agreeing to these Terms.
- Customer Data, data Customer (or its authorized users) submits to the Service.
- Documentation, published technical guides at
scopemantle.com/docs.
License grant
Subject to these Terms and timely payment of fees, ScopeMantle grants Customer a non-exclusive, non-transferable, worldwide license to access and use the Service during the subscription term, solely for Customer's internal business purposes.
Acceptable use
Customer will not, and will not allow any third party to:
- Reverse engineer, decompile, or attempt to derive the source code of the Service.
- Use the Service to send spam, malware, or anything unlawful.
- Resell, sublicense, or provide the Service to third parties as a service bureau.
- Access the Service to build a competing product.
- Attempt to bypass rate limits or security controls.
Intellectual property
ScopeMantle and its licensors retain all right, title, and interest in and to the Service, including all related intellectual property rights. Customer retains all right, title, and interest in Customer Data. Customer grants ScopeMantle a limited license to process Customer Data solely to provide the Service.
Fees & payment
Fees are described on the order form or in your Pricing selection. Unless otherwise stated, fees are billed annually in advance, are non-refundable, and do not include taxes. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
Term & termination
The subscription term is set out on the order form and renews automatically for like terms unless either party gives 30 days' written notice. Either party may terminate for material breach not cured within 30 days of notice. Upon termination, Customer's right to access the Service ends and Customer Data is deleted within 30 days, subject to legal retention obligations.
Warranties (limited)
ScopeMantle warrants that the Service will perform materially in accordance with the Documentation. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND SCOPEMANTLE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Liability caps
EXCEPT FOR (i) BREACHES OF CONFIDENTIALITY, (ii) INDEMNIFICATION OBLIGATIONS, AND (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
Indemnification
Each party will defend the other against third-party claims to the extent caused by the indemnifying party's breach of these Terms, and will pay damages finally awarded or amounts in a settlement it approves. ScopeMantle additionally indemnifies Customer against claims that the Service infringes a third party's intellectual-property rights.
Governing law
These Terms are governed by the laws of the State of Delaware, excluding its conflict-of-laws principles. The exclusive venue for disputes is the state and federal courts located in [County], Delaware.
Changes to terms
We may update these Terms from time to time. Material changes are announced at least 30 days before taking effect, by email and on the marketing site. Continued use after the effective date constitutes acceptance.