ScopeJolt Terms of Service
Last Modified : March 25, 2024
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. This is a binding agreement.
These Terms of Service ("Terms" or "Agreement") govern your access to and use of the ScopeJolt timesheet management platform and related services (collectively, the "Service") provided by ScopeJolt LLC ("Company," "we," "us," or "our").
By accessing, Browse, registering for, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, do not access or use the Service.
If you are using the Service on behalf of a company, entity, or organization (collectively, the "Subscribing Organization"), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms, and you agree to be bound by these Terms on behalf of such Subscribing Organization. In such a case, "you," "your," or "Customer" in these Terms refers to such Subscribing Organization.
1. DEFINITIONS
- "Customer Content" means all relevant data, including all text, sound, video or image files, and software, that are provided by the Customer to the Company for the SaaS Services.
- "Documentation" means the written and/or electronic release notes, user guides, online help, training materials, and/or other published technical documentation about the applicable Service provided by the Company to the Customer.
- "Order" means any ordering document between the Customer and the Company that specifies the Service being purchased.
- "Software" means the object code version of any software to which the Customer has been provided access as part of the Service, including all updates or new versions.
- "Services" means the Company's ScopeJolt timesheet management platform, provided as an internet-accessible service, including access to the underlying software, Documentation, updates, upgrades, support, and maintenance as described in this Agreement, and any other features or functionality specified in an applicable Order.
- "Subscription Term" means the period during which the Customer is authorized to access and use the Services, as specified in an applicable Order.
- "Users" means individual employees, contractors, or agents of the Customer who are authorized by the Customer to access and use the Services.
2. LICENSE GRANT
- During the Subscription Term, the Customer shall receive a limited, non-assignable, non-exclusive, revocable, license to access and use the Services solely for their internal business operations under the terms of this Agreement. The license is provided on a subscription basis and will remain in effect only while your subscription I active and in good standing.Failure to make timely payments may result in suspension or termination of access.
- The Customer acknowledges that this Agreement is a services agreement, and the Company shall not deliver copies of the Software to the Customer as part of the Services.
3. CUSTOMER RESPONSIBILITIES
- The Customer shall:
- Comply with all applicable laws and regulations, including, but not limited to, data privacy laws, export control laws, and anti-spam laws.
- Comply with any codes of conduct, policies, or other notices provided by the Company;
- Immediately notify the Company if the Customer becomes aware of a security breach.
- The Customer shall not:
- Reproduce, post, or distribute any code or material protected by copyright or other intellectual property rights without written consent;
- Provide false identity information to gain access to the Service;
- Reverse engineer, disassemble, decompile, or derive the source code of the Software, except as permitted by law;
- Access the Services or use the Documentation to build a similar or competitive product.
- The Customer shall ensure that each User keeps their login credentials confidential and does not share them with any other person.
4. OWNERSHIP AND RESTRICTIONS
- The Customer retains ownership of its Customer Content.
- The Company or its licensors retain all ownership and intellectual property rights to the Software, Services, and Documentation and all derivative works thereof.
- Third-party technology usage is governed by the third-party technology license agreement specified by the Company.
5. SERVICE DESCRIPTION
- Core Functionality - The Service includes various timekeeping and project management capabilities as outlined in the Documentation
- Support and Maintenance - The Company provides technical support via email, updates, and maintenance. The Company will use commercially reasonable efforts to respond to support requests within three (3) business days. Scheduled maintenance will be performed outside of normal business hours and will be communicated to the Customer at least 24 hours in advance
- Service Availability - The Service will be available except during scheduled maintenance. The Company will use commercially reasonable efforts to maintain a Service availability of 99.9%, measured monthly, excluding scheduled maintenance. "Downtime" means the Service is unavailable to the Customer due to reasons within the Company's reasonable control.
- Data Storage and Backup - The Company ensures secure storage and regular backup.
6. SERVICE FEES
- Fee: $10.00 per user (for users exceeding five) invoiced every 1 month .
- Payment Terms: Due within 30 daysof the invoice date. Late payments incur a 5% latefee applied every month.
- Fee Adjustments: The Company may adjust Fees with 30 days notice.
- Non-refundable: Fees are non-refundable, and additional services are subject to separate fees.
7. TERM AND TERMINATION
- Initial Term - The initial term of this Agreement shall begin on the Effective Date and continue for one (1) month (the "Initial Term").
- Renewal Term - Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, this Agreement shall automatically renew for successive one (1) month periods (each, a "Renewal Term")
- Termination - Either Party may terminate upon a material breach if not remedied within 30 days.
- Suspension for Non-Payment - The Company may terminate the Agreement if the Customer fails to pay within 30 days of notice.
- Effects of Termination -
- The Customer must immediately pay outstanding amounts.
- The Customer must cease using the Service.
- The Customer has 30 days to retrieve data.
- Termination or Suspension of Free Tier Access - Notwithstanding any other provision in this Agreement, for Customers utilizing the free tier of the Service (defined as having five (5) or fewer authorized Users and not paying subscription fees), the Company reserves the right, in its sole discretion, to suspend or terminate the Customer's access to the Service, or terminate this Agreement entirely, at any time, for any reason or no reason, without prior notice and without liability to the Customer.
8. WARRANTIES
- The Company warrants that the Service will perform substantially in accordance with the Documentation. The Customer's sole and exclusive remedy for any breach of this warranty shall be for the Company to use commercially reasonable efforts to modify the Service to conform to the Documentation.If the Company is unable to do so within a reasonable time, the Customer may terminate this Agreement and receive a refund of any prepaid, unused Fees.
- The Company does not guarantee error-free, virus-free, or uninterrupted services.
- EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
9. LIMITATIONS OF LIABILITY
- The Company's liability is limited to direct damages, not exceeding the total amount paid by the Customer for the Service for the twelve (12) months preceding the event giving rise to the claim.
- The Company is not liable for indirect, incidental, punitive, or consequential damages.
10. INDEMNIFICATION
Each Party shall indemnify and hold the other harmless against losses, claims, damages, or legal fees resulting from negligence or breach of this Agreement.
11. CONFIDENTIALITY
Confidential Information obtained through this Agreement shall not be used or disclosed for personal benefit or third-party access except as outlined in privacy policy. This obligation survives termination.
12. ARBITRATION
Disputes arising from this Agreement shall be resolved by arbitration with 1 arbitrator(s) appointed by the Company . The arbitration venue shall be virtual.
13. ASSIGNABILITY
Neither Party may assign this Agreement without prior written consent from the other Party.
14. NOTICES
Notices must be delivered via certified mail, personal delivery, or overnight courier.
15. FORCE MAJEURE
Neither Party is liable for failures due to events beyond their control (e.g., pandemics, natural disasters, strikes).
16. MODIFICATION
Modifications must be made in writing and signed by both Parties.
17. SEVERABILITY
If any provision is found invalid, the remaining terms will continue in full effect.
18. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of the State of Texas with disputes resolved in Dallas County courts.
19. LEGAL AND BINDING AGREEMENT
This Agreement is legally binding between the Parties.
20. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements. Modifications must be in writing and signed by both Parties.
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