Terms of Service

1. Acceptance of Terms

By accessing or using Scorepath (“Service”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree, do not use the Service. These Terms constitute a binding legal agreement between you (“Customer”) and Scorepath.

2. Service Description & License

Scorepath is a partner intelligence and GTM planning platform. Subject to these Terms and payment of applicable fees, Scorepath grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during your subscription term solely for your internal business purposes.

AI-Generated Content

Parts of the Service may use artificial intelligence or machine learning models to generate insights, recommendations, scores, or other content. Such outputs are generated automatically and may be inaccurate or incomplete. You are solely responsible for evaluating the accuracy and appropriateness of any outputs and for all decisions made in reliance on them.

Tenant Administration and Access Controls

You are responsible for configuring roles, permissions, and any field-level or feature-level visibility controls available in the Service, and for determining which of your users may access particular data or functionality. Scorepath is not responsible for misconfigurations by you or your administrators or for access granted by your administrators.

3. Acceptable Use

You agree NOT to:

• Use the Service for any illegal, fraudulent, or harmful purpose
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
• Attempt to gain unauthorized access to any systems, networks, or data
• Circumvent or disable security features or access controls
• Violate the privacy, intellectual property, or other rights of third parties
• Transmit malware, spam, or any harmful code
• Interfere with or disrupt the Service or its infrastructure
• Share account credentials or allow unauthorized access to your account

You are solely responsible for maintaining the security of your account credentials, all activity under your account, and compliance with all applicable laws.

4. Data Ownership & IP Rights

Customer Data

You retain all ownership rights in the data you submit to the Service (“Customer Data”). By using the Service, you grant Scorepath a limited, non-exclusive license to use, store, process, and display Customer Data solely to: (a) provide and operate the Service, (b) improve the Service and develop new features, and (c) comply with applicable law.

Scorepath IP

Scorepath and its licensors own all rights, title, and interest in the Service, including all software, algorithms, interfaces, content, trademarks, and branding. Nothing in these Terms transfers any intellectual property rights to you except the limited license granted above.

Scorepath Methodology and Outputs

You acknowledge that Scorepath’s proprietary scoring models, weights, algorithms, methodologies, prompts, playbooks, and derived recommendations (together, “Scorepath Methodology”) are the confidential intellectual property of Scorepath. Subject to these Terms, you may use insights, scores, and recommendations generated by the Service for your internal business purposes, but you obtain no rights in the underlying Scorepath Methodology.

You will not (a) reverse engineer, decompose, or otherwise attempt to derive the Scorepath Methodology from any outputs, or (b) use the Service or its outputs to train, validate, or improve any competing models, scoring systems, or similar services.

5. Payment & Fees

• Paid subscriptions are billed in advance on a recurring basis
• All fees are non-refundable except as required by law or expressly stated
• Scorepath may modify pricing with 30 days’ written notice; continued use after the notice period constitutes acceptance
• Late payments may result in suspension or termination of access

6. Termination & Data Deletion

Scorepath may suspend or terminate your access immediately, without notice, if you:

• Violate these Terms or any applicable law
• Pose a security risk to the Service or other users
• Fail to pay applicable fees
• Engage in fraudulent, abusive, or unlawful conduct

Data Export

You are solely responsible for exporting your Customer Data before termination. Scorepath has no obligation to retain Customer Data after termination.

Post-Termination Deletion

Scorepath may delete all Customer Data 30 days after termination. Scorepath is not liable for any loss of data following termination.

7. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR AVAILABILITY. SCOREPATH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU USE THE SERVICE AT YOUR OWN RISK.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCOREPATH AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SCOREPATH’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO SCOREPATH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exceptions: The limitations in this section do not apply to liability arising from ScorePath’s fraud or intentional misconduct.

9. Indemnification

Customer Indemnification

You agree to indemnify, defend, and hold harmless Scorepath and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use or misuse of the Service, (b) your breach of these Terms, (c) your violation of any applicable law or third-party rights, or (d) Customer Data.

Scorepath Indemnification

Scorepath will defend you against third-party claims alleging that the Service itself infringes a valid patent, copyright, or trademark, provided you promptly notify Scorepath, allow Scorepath sole control of the defense, and cooperate as reasonably requested. Scorepath’s total liability under this indemnification shall not exceed the limitation of liability set forth in Section 8.

10. Modifications to Service & Terms

Scorepath reserves the right to modify, update, or discontinue the Service (or any features) at any time with or without notice. Scorepath is not liable for any modification, suspension, or discontinuation of the Service.

Scorepath may modify these Terms at any time. Material changes will be communicated via email or through the Service. Your continued use after the effective date of changes constitutes acceptance of the updated Terms.

11. Force Majeure

Scorepath shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of government, internet or infrastructure failures, power outages, pandemics, or labor disputes.

12. General Provisions

Assignment: You may not assign or transfer these Terms without Scorepath’s prior written consent. Scorepath may assign these Terms in connection with a merger, acquisition, or sale of assets.

Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Scorepath regarding the Service and supersede all prior agreements.

Severability: If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

No Waiver: Scorepath’s failure to enforce any right or provision shall not constitute a waiver of such right or provision.

Data Processing Agreement: A Data Processing Agreement is available upon request for customers processing personal data subject to GDPR or similar laws. Contact legal@scorepath.ai for more information.

13. Governing Law & Venue

These Terms are governed by the laws of the State of Illinois, without regard to conflict of law principles. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Cook County, Illinois, and you consent to personal jurisdiction in such courts.

14. Contact

Questions about these Terms? Contact us at legal@scorepath.ai.