Application Hosting Terms of Service

Terms of Service 

Scope of Terms

Your use of the application hosting services (the “Services”) provided by Scopic, Inc. (“Scopic”) are subject to these terms of service (the “Terms”). These Terms constitute a legally binding agreement between you and/or the organization you represent and apply to your sole usage of the Services and/or usage of the Services on behalf of your organization.

By ordering or using the Services, you expressly acknowledge that you understand these Terms (including the Privacy Policy the Backup & Recovery Policy and the Monitoring Policy) and accept them. If you don’t want to be bound by these Terms, you may elect not to use the Services.

Eligibility

Individual. To be eligible to use the Services, you shall be at least 18 years old or of the age of maturity defined under the laws of the jurisdiction of your residence.

Legal Entity. If you accept these Terms on behalf of a legal entity, you represent and warrant that you have full authority to bind such entity to these Terms, and references to “you” or “your” refer to the individual end-user and the entity.

Effect of Ineligibility. Scopic has the right to restrict the Services’ use for a user that is deemed ineligible at Scopic’s sole discretion, as defined above. Scopic reserves the right to require you to provide documentation/information required/permitted by the applicable law to prove your eligibility. You acknowledge that if you fail to provide such information, Scopic may terminate your use of the Services.

Access

Your Access. You must fill the Services’ subscription form with a valid name, email, payment form, and billing address to use the Services. You agree to provide accurate, current and complete information about you and your organization and keep it updated. Scopic must be notified promptly if any of the information provided in your subscription form becomes invalid.

Your Authority. You acknowledge and agree that you have the necessary rights and permissions to share information with Scopic, which may be required for the Services provision.

Use

Responsibility for Your Data. While using the Services, Scopic will upload, store, publish, display, and distribute your data and content. You are solely responsible for any data and content that you input. By posting or distributing your data and content, you represent and warrant to Scopic that (i) you have all necessary rights to publish or distribute such data and content, and (ii) your posting or distribution of such data and content does not infringe or violate the rights of any third party. Scopic is not responsible and exercises no control over your data and content. Therefore Scopic is not liable and expressly disclaims any liability for your data and content of its users.

Backing-up the Data. Scopic has strict backup policies that aim to define and publish the rules around creating, verifying, and using backups for resources that are part of the Hosting Services. The Backup Policy is available via the link.

Acceptable Use. You must ensure that your use of the Services is compliant with the applicable laws and can be deemed acceptable from a legal and ethical perspective.

Scopic’s Corrective Actions. Scopic can remove all or a portion of your data and content, and suspend/terminate the Services without refund of any prepaid fees, and/or take other corrective actions to cure and remedy your non-acceptable use. Scopic shall have no liability due to any corrective actions.

Non-acceptable Use

No Illegal, Harmful, or Offensive Use or Data/Content. You may not use the Services for any illegal, harmful, fraudulent, infringing or offensive purpose or transmit, store, display, distribute, or otherwise make available data/content that is illegal, harmful, fraudulent, infringing, or offensive.

No Security Violations. You may not use the Services to violate the security or integrity of any network, computer or communications system, software application, or network or computing device. Security violations include but are not limited to unauthorized access to third-party computer/data, monitoring of data, or traffic on a third-party’s computer without permission, forging TCP-IP packet headers, email headers, or any part of a message describing its origin or route.

No Network Abuse. You may not make network connections to any users, hosts, or networks unless you have permission to communicate with them.

No Email or Other Message Abuse. You will not distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations.

Security

Security of Scopic’s Providers. Scopic implements all required security measures and precautions to provide secure Services to you. Among other things, Scopic uses providers who represent and warrant compliance with applicable legislation and the highest security level. Irrespective of all the security measures in place, Services and the third-party providers’ services may become compromised, including without limitation, by hackers, Internet viruses, worms or Trojan horses, etc.

Corrective Actions. Scopic will make the best effort to take appropriate corrective action in its sole discretion. Scopic has no liability to you for any damage or loss that you may incur due to security breaches/incidents and/or such corrective action.

Transfer  

Scopic uses third-party providers to provide the Services. As such, your usage of the Services may result in the transfer of information across international boundaries. By accepting these Terms, you consent to such transfer. Scopic always chooses the servers which are located on the territory of the US for storage of your data.

Subscription

Subscription. The Services are available on a monthly and annual subscription basis. For a monthly subscription, the subscription period begins on the first day you use the Services and expires the same day in the following month, with the time calculated in the Eastern Standard Time (EST) zone. For an annual subscription, the subscription term starts on the date you first use the Services and lasts until the same date in the following year.

Automatic Renewal. To ensure uninterrupted Services, your subscription will be renewed automatically. The monthly subscription will automatically renew on the same day next month unless you cancel it prior to the expiration day of the current month. The annual subscription will automatically renew on its anniversary, unless cancelled at least 30 days before the renewal date.

Subscription Term. Subscription Term for a monthly subscription refers to the period of one month. For an annual subscription, the Subscription Term refers to the period of one year.

Subscription Cancellation. If you don’t want to use the service, you must cancel the subscription according to the notice periods designated under “Automatic Renewal” section. Cancelation can be done via Support Portal or by directly notifying dedicated point of contact if you have one. Canceling your subscription means that you will not be charged for the next Subscription Term, but you will not receive any refunds for amounts that have already been charged. However, you will be able to use the Services until the end of the Subscription Term.

Fees

Fees. You will be charged a fixed amount every calendar month period for your use of the Services (the “Fee”). The Fee will be agreed between you and Scopic and reflected in the proposal sent by Scopic.

Payments. For monthly subscription payments are done using a credit card. For annual subscription the available payment options are credit card and wire transfer. If using credit card, annual renewals will be automatically charged. For wire transfers you will get an invoice which is due upon receipt. By opting in for credit card payments you hereby authorize Scopic to automatically charge Fees every month.

Payment Processor. Scopic uses Stripe as a third-party payment processor. Stripe is PCI compliant and certified to process payments and store credit card information on file. Scopic doesn’t process, store or in any shape or form use your credit card information directly. By opting in for credit card payments you hereby acknowledge that your credit card information is stored and processed by Stripe.

Taxes. The Fee excludes any taxes. You are solely responsible for paying the taxes and duties that are applicable in your jurisdiction.

Fee Increase. There are two three reasons why Scopic would increase the Fees.

  1. Service Sustainability. Scopic can increase the Fee at any time with the proper upfront notice of 60 days to make the service sustainable. If you disagree with the increased Fee, you may cancel your subscription as described in Subscription Cancelation. Otherwise, the new Fee will be deemed as accepted. The new Fee will be charged for the first billing period after the 60 days’ notice has passed.
  2. Scaling the Services. In situations when the assigned server resources are not enough to meet the demand of the application, due to organically or otherwise increased load, Scopic has the right to increase the Fees to compensate for the higher cost of the higher server resources with 30 days’ notice. If you disagree with the increased Fee, Scopic has the right to terminate the provisioning of the service as defined in the Termination clause.
  3. Supplementary Services. Supplementary Services are considered to be any service that is not already part of the proposal. Such services will be charged separately as will be agreed by the parties.
    Supplementary Services include, but are not limited to:

          i.    adding more storage space,
          ii.   purchasing domain names,
          iii.  setting up ransomware protection.

Non-Payment  

Failure to Pay. If you fail to pay the Fees due for the Services, Scopic may suspend or terminate your Services. Scopic is not responsible for any damage that results from any suspension or termination of the Services in this case. However, even in case of Services termination Scopic will still abide to the Post Termination Data Retention clause.

Late Payment. Scopic may not necessarily resume the Services provision if any payment is outstanding for longer than 30 days from the day when it is due. You must reach out to Scopic’s support for reactivation of Services if you have missed a payment. Scopic will resume the service provision as soon as possible from the day when you settle the outstanding amounts and inform Scopic about this.

Termination

Termination by The User. You may terminate the Services as explained in the Subscription Cancelation clause.

Termination by Scopic. Scopic may terminate your access to the Services without notice in the event of:

  1. breach of these terms,
  2. use of the Services in any way that may cause Scopic or its strategic partners legal liability,
  3. unacceptable use of the Services,
  4. non acceptance of the Fee Increase.

Post Termination Data Retention. In the event of termination, Scopic will retain the data backups as defined in the Backup Policy and will transfer the data to you based on your request.

Support  

Scopic provides support for users using the Service via the Support Portal. However, some extended support services may be subject to additional fees. If any support services are subject to a fee, you will be notified before the support is provided.

To request support, you can create a ticket at Scopic’s Support Portal available at support.scopicsoftware.com. Scopic will make the best effort to provide support within a reasonable time frame; however, Scopic does not provide any warranties with regard to the response/resolution time. Scopic may request you to provide additional information needed for the resolution of your request/reported issue. You agree to provide the requested information within reasonable time.

Scopic may refuse to provide support services at its discretion. Scopic may consider the following reasons when refusing service provision:

  • you are in breach of these Terms,
  • the need for support services is due to any modification or attempted modification of the Services by you or any third party outside of Scopic’s control or your failure or refusal to implement changes recommended by Scopic,
  • you are abusive toward Scopic’s support staff in any manner,
  • any unavailability caused by circumstances beyond Scopic’s control, including but not limited to declared or undeclared war, fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third-parties, or any other force majeure event,
  • if the support requested is related to the application-level support.

 

Communications

By entering these Terms or using the Services, you agree to receive communication from Scopic for marketing and non-marketing purposes. You may request to opt-out of receiving any marketing communication by sending an email to unsubscribe@scopicsoftware.com.

Any legal notices, including pre-arbitration notices, copyright infringement notices, and requests connected with consumer protection regulations, can be sent to the legal@scopicsoftware.com.

For all other purposes you should use Scopic Support portal at support.scopicsoftware.com or you can contact designated point of contact if you have one.

Services Availability

From time to time, the Services may be inaccessible or inoperable for different reasons, which Scopic may have no control off. Scopic is not liable for such disruptions in Services’ availability but commits to resolve any issues as defined in the Monitoring Policy.

Confidentiality  

Services utilized by Scopic are confidential. Any aspects, features, details, mechanisms, algorithms, or underlying technologies associated with these Services shall not be disclosed, disseminated, or made accessible to any third party without the prior written consent of Scopic.

No warranty

Except as expressly provided in these Terms, Services are provided on an “as is” and “as available” basis without any warranties of any kind, and Scopic disclaims any and all warranties, whether expressed or implied.

To the maximum extent permitted by applicable law, Scopic expressly disclaims all warranties and conditions, including, without limitation, warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, non-infringement, and those arising from a course of dealing or usage of trade.

Scopic does not warrant that Services will be available at all times/locations, and without interruption, or that any operational defect will be corrected within a specific time frame. Subsequently, Scopic is not liable should any of the aforementioned occur.

Scopic does not warrant that the Services are compatible with any third party service or software even if the third party provides such warranties.

Indemnity

By accepting these Terms, you agree to protect, defend, indemnify and hold harmless Scopic from and against any and all claims, demands, costs, expenses, losses, liabilities, and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Scopic directly or indirectly arising from your usage of the Services.

Limitation of liability

In no event shall Scopic be liable to you or any other person or entity for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, loss of profit, and loss of data, including any that may result from (1) your breach of these Terms; (2) your violation of any law or the rights of a third party.  

Services may rely on third-party services, and Scopic cannot be held responsible for any delays or outages caused by these external services.   

Scopic shall not be liable for non-performance or delays in performance caused by any reason, whether within or outside of its control. 

Scopic’s liability is limited to the amount paid by you in a period of 12 months prior to the event giving rise to the liability.  

Amendments of the Terms

Scopic may modify these Terms by posting an amended version. Scopic will notify you 60 days in advance before the modifications take place. If you continue to use the Services, this will be regarded as an acceptance of the amended Terms.

Governing law and dispute resolution

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association or its international branch ICDR in accordance with its Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.  

The number of arbitrators shall be one. The place of arbitration shall be Boston, MA, USA. The language to be used in the arbitral proceedings is English. 

These terms shall be construed in accordance with and governed by the substantive law of the Commonwealth of Massachusetts in the US. 

Each party shall bear its own costs, irrespective of the outcome of the dispute.  

THE PARTIES AGREE TO ARBITRATE ANY DISPUTE ON AN INDIVIDUAL BASIS, AND EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION.  

Ransomware Protection

Scope of Protection. These terms shall also apply to Scopic’s ransomware protection addon. While Scopic will take the best effort to restore your application and data in case they are compromised, including but not limited to being accessed without authorization, disclosed, modified, transmitted, and/or used by a third party and/or lost, destructed, disseminated, erased or corrupted in any manner (“Incident”), Scopic may not ensure protection from same and similar Incidents in the future.

Incident Analysis. Scopic may conduct an analysis of the Incident and prepare the report on the information vulnerabilities and security deficiencies and ways to eliminate them. Such a report shall be subject to a separate fee agreed by the parties.

Non-Employment and Referral Restriction

At no time under this agreement or for two (2) years after the termination of the agreement, shall the user, or any agents on the User’s behalf, employ any employee or contractor of Scopic that has worked on the the provision of Services or support services. Similarly, at no time under this agreement or for two (2) years after the termination of the agreement shall the user, or any agents on the user’s behalf, ask any employee or contractor of Scopic that has engaged in Services or support services for referrals. This paragraph also apply to any ex-employees or ex-contractors that engaged in Services or support services while employed by Scopic.

Miscellaneous

No partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms.

Failure to Exercise Rights, not Waiver. The failure of either Scopic or the user to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights.

Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

Assignment. Scopic may transfer or assign these Terms and its rights and obligations without your consent.

Prevailing Agreement. In the event of any conflict between the Terms and the terms and conditions of any other agreement you have signed or will sign with Scopic in the future, these Terms shall prevail unless otherwise is expressly specified by the other agreement.

Entire Agreement. This Agreement constitutes the entire agreement between you and Scopic with respect to the subject matter and supersedes and replaces all prior agreements.