Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and SCM ("we," "us," or "our") governing your access to and use of the SCM platform, including all associated services, features, and content (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

2. Description of Service

SCM is a business management platform that provides helpdesk and ticketing, customer relationship management (CRM), marketing automation, AI-powered workflows, knowledge base management, and quotes and proposals functionality. The Service is configured to each Customer's specific business operations through our proprietary 360 Value Mapping methodology.

3. Account Registration and Security

To use the Service, you must create an account and provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized use of your account
• Ensuring that all users within your organization comply with these Terms

4. Subscription and Pricing

4.1 Subscription Tiers

The Service is offered in three tiers: Growth, Scale, and Enterprise. Each tier includes the full platform with unlimited users. Pricing is based on business complexity (number of departments and workflows), not per-seat licensing.

4.2 Billing

Subscriptions are billed annually in advance unless otherwise agreed in writing. All fees are quoted in US dollars and are non-refundable except as expressly stated in these Terms or required by applicable law.

4.3 Price Changes

We may adjust pricing for subsequent subscription periods with at least 60 days' written notice before the end of your current subscription period. Price changes will not apply during your current subscription term.

4.4 Discovery Workshop

The Discovery Workshop is a separate paid engagement. The fee for the Discovery Workshop is credited toward your first year of subscription if you proceed with an SCM subscription within 90 days of workshop completion.

5. Data Ownership

5.1 Your Data

You retain all rights, title, and interest in and to your data ("Customer Data"). Customer Data includes all data, information, content, and materials that you or your users submit to or generate through the Service. We do not claim ownership of your data.

5.2 Data Export

You may export all Customer Data at any time in standard formats (CSV, JSON) through the Service's built-in export functionality. We will not impose any fees, restrictions, or artificial limitations on data export. Upon termination of your subscription, you will have 90 days to export your data before it is deleted from our systems.

5.3 Data Use

We will only access, use, or process Customer Data as necessary to provide and improve the Service, and as described in our Privacy Policy and Data Processing Agreement. We will never sell, share, or monetize your data. We will never use Customer Data to train AI models for other customers without your explicit written consent.

5.4 Data Processing Agreement

A Data Processing Agreement (DPA) is included with every subscription and governs how we process Customer Data on your behalf. The DPA is incorporated by reference into these Terms.

6. Service Level Agreement

The Service is subject to our Service Level Agreement (SLA), which guarantees 99.9% uptime and defines our response time commitments. The SLA is incorporated by reference into these Terms.

7. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law or regulation
• Infringe upon the rights of others
• Transmit malicious code or interfere with the Service's operation
• Attempt to gain unauthorized access to the Service or other accounts
• Use the Service to send unsolicited commercial communications (spam)
• Reverse engineer, decompile, or disassemble any part of the Service
• Resell or sublicense the Service without our written consent

8. Intellectual Property

The Service, including its design, features, code, documentation, and all intellectual property therein, is owned by SCM. These Terms do not grant you any rights to our intellectual property except the limited right to use the Service as described herein.

The 360 Value Mapping methodology and all associated materials are proprietary to SCM. The implementation blueprint produced during the Discovery Workshop is licensed to you for your internal use only.

9. Confidentiality

Both parties agree to keep confidential any proprietary or non-public information received from the other party. This obligation survives termination of these Terms for a period of three (3) years.

10. Warranties and Disclaimers

We warrant that the Service will perform substantially in accordance with our documentation. We do not warrant that the Service will be uninterrupted, error-free, or that it will meet all of your requirements.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICE.

OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify and hold harmless SCM from any claims, losses, or damages arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights.

13. Term and Termination

13.1 Term

These Terms are effective from the date you first access the Service and continue for the duration of your subscription.

13.2 Termination for Convenience

Either party may terminate the subscription at the end of the current billing period by providing 30 days' written notice.

13.3 Termination for Cause

Either party may terminate immediately if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

13.4 Effect of Termination

Upon termination, you will have 90 days to export your Customer Data. After this period, we will delete your data from our systems. Sections relating to data ownership, confidentiality, liability, and any accrued rights or obligations will survive termination.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

15. Dispute Resolution

Any disputes arising from these Terms shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

16. Changes to Terms

We may modify these Terms from time to time. We will provide at least 30 days' notice of material changes. Your continued use of the Service after the effective date of modifications constitutes acceptance of the updated Terms.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, SLA, and DPA, constitute the entire agreement between you and SCM.
• Severability: If any provision is found unenforceable, the remaining provisions will continue in effect.
• Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Force Majeure: Neither party shall be liable for delays or failures due to circumstances beyond reasonable control.

18. Contact

For questions about these Terms, please contact us at:

SCM
Email: legal@usescm.com