Terms of Service

1. Definitions

• “Service” means the Scope Conductor software-as-a-service platform, including the Change Order module, Daily Report module, automated follow-up emails, related websites, mobile-responsive interfaces (including any progressive web application or native mobile application made available by us), APIs, and any updates or new features made generally available by Scope Conductor.
• “Customer Data” means all data, content, files, photographs, audio recordings, transcripts, project records, Change Orders, Daily Reports, Evidence Files, and other materials submitted to, generated within, or processed through the Service by you, your Authorized Users, or External Approvers acting at your direction.
• “Authorized User” means an individual you authorize to access the Service under your account, including users assigned the Admin, Project Manager, or Field User role.
• “Construction Project” means any construction-related project for which you use the Service to manage change orders, daily reports, or related communications, including any project agreement, scope of work, schedule, or contractual relationship between you and a General Contractor, owner, subcontractor, supplier, or other third party.
• “Change Order” or “COR” means a change order request, potential change order, or similar instrument created, transmitted, or managed through the Service.
• “Daily Report” or “DR” means a daily field report, observation, or related record created or managed through the Service.
• “Evidence Files” means photographs, PDFs, audio recordings (and their transcriptions), and other attachments uploaded to the Service in connection with a Change Order, Daily Report, or Construction Project.
• “General Contractor” or “GC” means any third party identified by you as the recipient of a Change Order or other communication sent through the Service, including general contractors, prime contractors, project owners, construction managers, or their representatives.
• “External Approver” means an individual who, without registering as an Authorized User, interacts with a Service-generated link to review, approve, reject, or comment on a Change Order using a secure access token. External Approvers are typically General Contractor representatives. External Approvers’ use of the Service is governed by the External Approver Terms in Section 8.
• “Subscription Plan” means the pricing, billing cycle, included seats, and feature set associated with your account at any given time.

2. Eligibility and Accounts

2.1 Eligibility

The Service is intended for use by businesses and individuals located in the United States who are eighteen (18) years of age or older. The Service is not directed to children under 13, and we do not knowingly collect information from children under 13. We do not knowingly market to or process the personal information of consumers under 16 for sale or sharing purposes.

2.2 Account Registration

To use the Service you must register an account and provide accurate, current, and complete information. You are responsible for safeguarding your credentials and for all activity that occurs under your account. User identifications and passwords are for personal use only and may not be shared between individuals. A user identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Service. You must promptly notify us of any unauthorized use of your account at the contact information in Section 25.

2.3 Authorized Users; Roles

You may invite Authorized Users to access your account under one of three roles: Admin, Project Manager, or Field User. You are responsible for: (a) assigning appropriate roles; (b) ensuring each Authorized User complies with these Terms; (c) the acts and omissions of your Authorized Users; and (d) promptly disabling access for individuals who no longer require it.

3. Subscription, Seats, Plans, and Usage Audit

3.1 Plan Structure

The Service is offered on a subscription basis. The base plan includes ten (10) Authorized User seats and provides access to the Change Order and Daily Report modules. Additional seats may be purchased on a per-user basis. The role of each seat (Project Manager or Field User) is determined by you. Subscriptions are subject to usage limits referenced in your applicable order, and the Service may not be accessed by more than the purchased number of Authorized Users.

3.2 Billing Cycle

You may select monthly or annual billing. Fees are charged in advance for each billing period and are non-refundable except where required by applicable law or expressly agreed in writing by Scope Conductor.

3.3 Automatic Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW at the end of each billing period at the then-current rate for the applicable Subscription Plan, until you cancel as described in Section 5. By providing payment information, you authorize us (and our payment processor) to charge the applicable fees on each renewal date.

3.4 Price Changes

We may change fees, including renewal rates, by providing at least thirty (30) days’ prior notice by email or in-app notification. Price changes take effect at the start of your next billing period following the notice.

3.5 Late Payment and Collection Costs

Unpaid amounts are subject to a finance charge of one and one-half percent (1.5%) per month on the outstanding balance, or the maximum rate permitted by law, whichever is lower. You will reimburse us for all reasonable expenses of collection, including reasonable attorneys’ fees and court costs.

3.6 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments. You are responsible for all such taxes other than those based on Scope Conductor’s net income.

3.7 Usage Audit

You will reasonably cooperate with any audit of your use of the Service. If you exceed a contractual usage limit (for example, the number of seats), we will notify you and may work with you to bring usage into conformity, or require execution of an updated order and payment of additional fees from the date of the overage.

4. Beta Services and Pilots

From time to time, we may offer access to features that are designated as pilot, alpha, beta, evaluation, early access, or otherwise pre-release (“Beta Services”). Beta Services are provided for evaluation purposes only, are not considered part of the “Service” for purposes of any availability, support, or service-level commitments, and may be modified, suspended, or discontinued at any time. Beta Services are provided “as is,” without warranties or indemnities of any kind, and your use of them is at your own risk.

5. Cancellation, Suspension, and Termination

5.1 Cancellation by You

You may cancel your subscription at any time through the account settings or by contacting support. Cancellation takes effect at the end of the current paid billing period; no further charges will be made after that date, and you will retain access until the period ends. Fees already paid are non-refundable.

5.2 Suspension for Non-Payment

If a payment is overdue by more than thirty (30) days, we may suspend or limit access to the Service after providing at least ten (10) days’ prior notice. During suspension, we may, in our discretion, allow limited access to view data, export reports, and update payment information.

5.3 Termination by Scope Conductor

We may suspend or terminate your access to the Service immediately if you (a) materially breach these Terms and fail to cure within thirty (30) days after written notice (or, for non-payment, after notice as described in Section 5.2), (b) engage in fraud or unlawful activity, or (c) create a security risk for the Service or other users. We may also terminate your account on thirty (30) days’ prior notice for any reason, in which case we will refund any prepaid fees for the unused portion of the term.

5.4 Effect of Termination; Data Export

Upon termination or cancellation, your right to access the Service ends. We will make Customer Data available for export for sixty (60) days following the effective date of termination (the “Export Window”). After the Export Window, we may delete Customer Data in accordance with our Privacy Policy and applicable law. You are responsible for downloading and securing copies of Customer Data during the Export Window. Provisions that by their nature should survive termination will survive, including accrued payment obligations, confidentiality, intellectual property, disclaimers, indemnification, and limitations of liability.

6. License to Use the Service

Subject to your compliance with these Terms and payment of applicable fees, Scope Conductor grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the subscription term for your internal business purposes.

6.1 Restrictions

You will not, and will not permit any third party (including any Authorized User or External Approver) to:

• copy, modify, translate, or create derivative works of the Service;
• reverse engineer, decompile, or disassemble any portion of the Service, except as permitted by applicable law;
• rent, lease, sell, sublicense, or otherwise transfer access to the Service;
• use the Service to build a competitive product or service, or to benchmark for competitive purposes;
• interfere with or disrupt the integrity or performance of the Service, including by introducing viruses, scraping, or automated access not expressly permitted;
• use the Service to send unsolicited commercial communications in violation of the CAN-SPAM Act or other applicable law;
• upload content that infringes third-party rights, is unlawful, defamatory, obscene, harassing, or contains malicious code;
• frame or mirror any portion of the Service, or remove copyright or proprietary notices;
• use the Service to store or transmit payment card data, government identifiers, biometric identifiers, precise geolocation, health information, or other categories of sensitive personal information for which the Service is not designed; or
• circumvent access restrictions, rate limits, or security features.

6.2 Mobile and Progressive Web Application

The Service is delivered as a web application and as a progressive web application (PWA) that may be installed on mobile devices. We may, in the future, offer a native mobile application made available through Apple, Google, or other application stores. Your installation, access, or use of any such application is also subject to the terms of the applicable app store. In case of conflict between these Terms and an app store’s terms regarding our relationship with you, these Terms will control. The app stores have no obligation to provide maintenance or support for the application, and we, not the app store, are responsible for addressing any claims relating to the application.

7. Limited Facilitation of Construction Projects

Scope Conductor offers the Service as a means to facilitate the communication, documentation, and management of Change Orders, Daily Reports, and related interactions between subcontractors, General Contractors, owners, and other parties involved in Construction Projects. We do not act as a contractor, design professional, architect, engineer, construction manager, or party to any Construction Project.

We have no responsibility for or control over (a) any Construction Project; (b) the acts, omissions, performance, or non-performance of you, your Authorized Users, External Approvers, General Contractors, owners, subcontractors, suppliers, or other third parties; (c) the truth, accuracy, completeness, or legality of Customer Data, Change Orders, Daily Reports, Evidence Files, signatures, approvals, or other content submitted to the Service; (d) the timing, scheduling, payment, or pricing of any Construction Project; or (e) the safety, quality, or compliance of any work performed in connection with a Construction Project.

YOU ACKNOWLEDGE AND AGREE THAT (a) you are solely responsible for your acts and omissions, as well as those of your Authorized Users and your contractors, employees, and agents in connection with any Construction Project; (b) Scope Conductor is not responsible for the acts or omissions of any user, External Approver, or third party in connection with any Construction Project; and (c) any disputes relating to or arising from a Construction Project — including disputes about scope, pricing, payment, scheduling, defects, mechanic’s liens, lien waivers, or contractual interpretation — shall not involve Scope Conductor or place any liability on us, and you release Scope Conductor from any such responsibility.

Approval, rejection, comment, or signature actions recorded in the Service are evidence of communications made through the Service. They do not, by themselves, constitute legal acceptance, modification, or formation of any underlying construction contract; the legal effect of any such action is determined by the underlying contract and applicable law, not by the Service.

8. External Approvers

The Service permits you to send Change Orders and related communications to External Approvers (typically General Contractor representatives) without requiring them to register as Authorized Users. When an External Approver clicks a Service-generated link and interacts with a Change Order using a secure access token, that External Approver is granted a limited, revocable, non-transferable right to review, approve, reject, or comment on the specific Change Order or related content presented through the link, for the sole purpose of communicating with you regarding the applicable Construction Project.

By interacting with the Service through a Service-generated link, the External Approver agrees that (a) Sections 6.1, 7, 13, 15, 16, 18, 19, and 21 of these Terms apply to such interaction; (b) the External Approver will not attempt to access portions of the Service beyond those expressly presented through the link; (c) the External Approver authorizes Scope Conductor to process the External Approver’s name, email, IP address, user-agent, approval status, comments, and signature data solely for the purpose of recording and transmitting the response; and (d) the External Approver’s response will be transmitted to you and recorded as part of the Change Order audit history.

You are responsible for ensuring that you have authority to send communications to each External Approver and that the External Approver’s email address and identifying information are accurate. We are not responsible for delivery failures resulting from incorrect contact information, recipient mail-server policies, or recipient actions.

9. Customer Data

9.1 Ownership

As between the parties, you retain all right, title, and interest in and to Customer Data. We claim no ownership of Customer Data.

9.2 License to Scope Conductor

You grant Scope Conductor a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and otherwise use Customer Data solely to: (a) provide and operate the Service; (b) prevent or address technical, security, or compliance issues; (c) comply with law; and (d) generate de-identified data as described in Section 9.4. We do not claim a right to use Customer Data for cross-customer benchmarking, comparative industry analytics, or marketing of aggregated industry data.

9.3 Your Responsibilities

You represent and warrant that: (a) you have all necessary rights, consents, and authorizations to submit Customer Data to the Service and to permit the processing described in these Terms and the Privacy Policy; (b) Customer Data will not violate any law or third-party right; (c) you have obtained any required notices or consents from your Authorized Users, customers, contractors, External Approvers, and any third parties whose information you submit, including with respect to recording, transcription, translation, and transmission of audio and photographic evidence; and (d) you are responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired.

9.4 De-Identified Data

We may create de-identified data derived from Customer Data and use it solely for internal purposes such as security monitoring, error diagnostics, product improvement, capacity planning, and compliance with law. De-identified data will not be linked back to you or any identifiable individual, and we will maintain the de-identification as required by applicable law (including the CCPA/CPRA).

9.5 AI Features; No Model Training on Customer Data

The Service uses third-party generative AI providers (currently OpenAI) for limited features, including audio transcription of user recordings and translation of free-text content into English. AI features execute only after an Authorized User affirmatively triggers them (for example, by submitting an audio recording or confirming a translation). We do not permit our AI providers to use Customer Data to train their general-purpose models, and our AI provider has confirmed by default that API inputs and outputs are not used to train its models. AI-generated outputs may be incorrect, incomplete, or otherwise require human review, and you are solely responsible for reviewing and validating all AI-generated outputs before relying on them in any Construction Project, contract, financial decision, or communication.

9.6 Access Logs

We may access and review Customer Data and your use of the Service for support, security, and customer-service purposes, in each case subject to our confidentiality obligations under Section 14. Upon your written request, and provided your account is active and in good standing, we will provide access logs relating to your account for the preceding ninety (90) days. We are not obligated to retain access logs beyond ninety (90) days unless required by applicable law.

10. Acceptable Use

You will use the Service only in compliance with these Terms and applicable laws, including the Federal CAN-SPAM Act (15 U.S.C. § 7701 et seq.), the Telephone Consumer Protection Act, and applicable state privacy laws. You will not use the Service to:

• transmit unlawful, harassing, defamatory, or fraudulent content;
• send commercial emails without valid consent and a working unsubscribe mechanism;
• process payment-card data, Social Security numbers, government identifiers, biometric identifiers, precise geolocation, health information, or other sensitive personal information for which the Service is not designed;
• upload data of children under 13 or, where applicable, under 16;
• collect or process information of EU/UK data subjects beyond what is incidental to U.S.-based use without entering into a separate data processing agreement with us; or
• attempt to gain unauthorized access to any portion of the Service, our systems, or another customer’s data.

11. Communications and Email Sending

The Service sends operational emails on your behalf, including account invitations, Change Order communications to External Approvers, follow-ups, status updates, Daily Report notifications, password resets, and project-access notices, using a no-reply sender address (currently noreply@scopeconductor.com) delivered through AWS Simple Email Service. Reply messages from External Approvers are routed by Reply-To header to your designated email and are not interpreted or stored by the Service, except where the External Approver affirmatively interacts with a Service-generated link using a secure access token. Follow-up emails are sent only when you configure them, up to a maximum of three (3) automated follow-ups per Change Order at an interval you define. You are solely responsible for the content of communications initiated through your account, the accuracy of recipient information, and compliance with applicable email and anti-spam laws.

12. Third-Party Services

The Service relies on third-party subprocessors, including Amazon Web Services (hosting, storage, and transactional email), OpenAI (transcription and translation), and Let’s Encrypt (TLS certificates). A current list is maintained in our Privacy Policy. We may add or change subprocessors from time to time. Third-party services are subject to their own terms, and Scope Conductor is not responsible for acts or omissions of third parties beyond our reasonable control.

13. Intellectual Property and Feedback

Scope Conductor and its licensors own all right, title, and interest in and to the Service, including all software, content, trademarks, logos, designs, user interfaces, and documentation, and all related intellectual property rights. These Terms do not grant you any rights in the Service except the limited license expressly stated. Feedback, suggestions, enhancement requests, or recommendations you provide may be used by us without restriction or compensation.

14. Confidentiality

Each party may receive confidential information of the other party (“Confidential Information”). The receiving party will: (a) use Confidential Information only as needed to perform under these Terms; (b) protect it with at least the same care it uses for its own confidential information of similar importance, but in no event less than reasonable care; and (c) not disclose it to third parties except to its personnel and subprocessors with a need to know who are bound by confidentiality obligations. Confidential Information does not include information that is publicly available without breach, independently developed, or rightfully received from a third party without confidentiality obligations. The receiving party may disclose Confidential Information if required by law or legal process, provided it gives reasonable notice where permitted.

15. Security

Scope Conductor maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including TLS 1.2+ encryption in transit, AES-256 encryption at rest for storage volumes and object storage, role-based access controls, password hashing using industry-standard algorithms, and audit logging for authentication and privacy-related events. You are responsible for configuring access for your Authorized Users, enforcing strong credentials, and promptly revoking access when no longer needed. Additional details are provided in our Privacy Policy.

16. Service Availability and Support

We will use commercially reasonable efforts to make the Service available, but we do not currently offer a contractual service-level agreement, uptime guarantee, or service credits. The Service may be unavailable due to scheduled maintenance, emergency maintenance, force majeure, third-party failures, or other circumstances. Support is offered via email, business-hours human chat (U.S. Eastern Time), and AI chat assistance. Response and resolution times are best-effort and not contractually guaranteed.

17. Insurance

Scope Conductor maintains, or is in the process of obtaining, customary insurance coverage for technology businesses of similar size, including technology errors and omissions, cyber liability, and general liability coverage. Certificates may be made available to enterprise customers upon written request.

18. Disclaimers

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, SCOPE CONDUCTOR AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT THE SERVICE WILL PRODUCE ANY PARTICULAR SAVINGS, RESULTS, OR OUTCOMES FROM ANY CONSTRUCTION PROJECT; OR THAT AI-GENERATED OUTPUTS (INCLUDING TRANSCRIPTIONS AND TRANSLATIONS) WILL BE ACCURATE. YOU ACKNOWLEDGE THAT AI-GENERATED OUTPUTS MAY BE INCORRECT, INCOMPLETE, OR REQUIRE HUMAN REVIEW, AND YOU ARE SOLELY RESPONSIBLE FOR DECISIONS MADE IN RELIANCE ON SUCH OUTPUTS.

19. Mutual Indemnification

19.1 Indemnification by Scope Conductor

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, directly infringes any United States patent, copyright, or trade secret of such third party, and we will indemnify you from damages and reasonable attorneys’ fees finally awarded by a court of competent jurisdiction or agreed to in settlement, provided you (a) promptly notify us in writing, (b) give us sole control over defense and settlement, and (c) provide reasonable cooperation. We have no obligation for claims arising from: (i) Customer Data; (ii) modifications to the Service not made by us; (iii) combinations with materials not supplied by us; (iv) use of the Service after we notify you to discontinue use due to an infringement claim; or (v) use of the Service in breach of these Terms. If a claim is made or appears likely, we may, at our option, (a) modify the Service to be non-infringing, (b) obtain a license, or (c) terminate the affected Service and refund prepaid unused fees. This Section 19.1 states our sole liability, and your exclusive remedy, for any infringement claim.

19.2 Indemnification by Customer

You will defend, indemnify, and hold harmless Scope Conductor, its affiliates, and its and their officers, directors, employees, and agents from and against any third-party claim, damages, losses, liabilities, settlements, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any Construction Project, including any dispute between you and a General Contractor, owner, subcontractor, External Approver, or other party; (b) Customer Data, including any allegation that Customer Data infringes or violates third-party rights or applicable law; (c) your or your Authorized Users’ use of the Service in breach of these Terms; (d) your violation of applicable law (including email, anti-spam, lien, payment, labor, or construction laws); or (e) any communication you send through the Service to an External Approver or other recipient.

20. Limitation of Liability

20.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST CONSTRUCTION BUSINESS, LOSS OF USE OF THE SERVICE, LOST BUSINESS OPPORTUNITIES, LOST GOODWILL, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.2 Cap on Direct Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCOPE CONDUCTOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO SCOPE CONDUCTOR FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20.3 Exceptions. The exclusions and limitations in this Section 20 do not apply to (a) your indemnification obligations under Section 19.2, (b) your payment obligations, (c) your breach of Section 6.1 (Restrictions), (d) a party’s gross negligence or willful misconduct, or (e) liabilities that cannot be excluded or limited under applicable law.

20.4 Basis of the Bargain. The parties acknowledge that the disclaimers and limitations in Sections 18 and 20 are essential elements of the basis of the bargain and that, absent such terms, the fees would be substantially different.

21. Dispute Resolution; Binding Arbitration; Class Action Waiver

21.1 Informal Resolution. Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute through informal negotiation, with written notice of the dispute and a sixty (60) day period to negotiate.

21.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator in Atlanta, Georgia, or by video conference at the parties’ option. Judgment on the award may be entered in any court of competent jurisdiction. The parties agree to keep all disputes arising under these Terms confidential, except as necessary in connection with judicial challenge or enforcement of an award or as otherwise required by law.

21.3 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION AGAINST THE OTHER, AND DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. The arbitrator may not consolidate claims or preside over any form of representative, class, or mass proceeding.

21.4 Exceptions. Either party may bring (a) an individual action in small-claims court, or (b) a court action solely to seek injunctive or equitable relief to protect intellectual property rights or Confidential Information, or to collect undisputed fees.

21.5 Opt-Out. You may opt out of this arbitration agreement by sending written notice to support@scopeconductor.com within thirty (30) days after first accepting these Terms. The notice must include your name, account email, and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other provision of these Terms.

22. Governing Law and Venue

These Terms are governed by the laws of the State of Georgia, U.S.A., without regard to its conflict-of-laws principles. Subject to Section 21, the parties consent to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia for any disputes not subject to arbitration.

23. Changes to These Terms

We may update these Terms from time to time. If we make a material change, we will provide at least thirty (30) days’ prior notice by email or in-app notification before the change takes effect. Your continued use of the Service after the effective date of any updated Terms constitutes acceptance of those Terms. If you do not agree, you must stop using the Service and may cancel your subscription as described in Section 5.

24. Miscellaneous

24.1 Entire Agreement

These Terms, together with the Privacy Policy and any order form or written agreement signed by both parties, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings. Any term or condition stated in a purchase order or other order documentation generated by you is void unless expressly accepted in writing by us.

24.2 Assignment

You may not assign or transfer these Terms, by operation of law or otherwise (including by merger, asset sale, consolidation, or reorganization), without our prior written consent. Scope Conductor may assign these Terms without restriction. Any prohibited assignment is void.

24.3 Severability; Waiver

If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. A waiver of any provision must be in writing and signed by the waiving party. No failure or delay in exercising any right will constitute a waiver.

24.4 Force Majeure

Neither party will be liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, internet or utility outages, third-party service failures, labor disputes, war, terrorism, pandemic, or governmental action.

24.5 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

24.6 Export Compliance and Sanctions

You will comply with all applicable U.S. and foreign export-control and sanctions laws. You represent that you are not located in, and are not a national or resident of, any country subject to U.S. embargo (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and that you are not on any U.S. government list of prohibited or restricted parties.

24.7 Anti-Corruption

You represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any Scope Conductor employee or agent in connection with these Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate this restriction.

24.8 U.S. Government End Users

The Service is a “commercial item” as defined at 48 C.F.R. § 2.101 and “commercial computer software” and “commercial computer software documentation” as defined at 48 C.F.R. § 252.227-7014. If you are a U.S. government end user, your rights are limited to those granted to all other end users under these Terms.

24.9 Notices

Notices to Scope Conductor must be sent to support@scopeconductor.com or by recognized courier service to our registered address in Georgia. Notices to you may be sent to the email address associated with your account.

25. Contact

Questions about these Terms or the Service may be directed to:

Scope Conductor, LLC
Email: support@scopeconductor.com
Website: https://scopeconductor.com