Data Services Agreement

Effective Date: The date on which the Client creates an account and accepts this Agreement by checking the required box during signup.

By creating an account, the Client acknowledges that they have read, understood, and agree to be bound by this Agreement. “Provider” refers to Scupe.ai LLC. “Client” refers to the individual or entity accepting this Agreement.

1. Services Provided

Scupe.ai LLC (“Provider”) provides website visitor identification, data enrichment, and analytics services (“Services”) through its platform.

The Services may include:

• Access to a website tracking pixel or script for Client installation
• Collection of website interaction data (e.g., page views, device data, behavioral signals)
• Identity resolution and visitor matching
• Data enrichment using licensed third-party data providers and commercially available datasets
• Access to dashboards, reporting tools, APIs, webhooks, and integrations

Client acknowledges that:

• Data may be derived from third-party, public, and commercially available sources
• Data may include inferred, probabilistic, or modeled information
• Provider does not independently verify all data for accuracy

Provider relies on external technologies, infrastructure, APIs, and data partners to deliver portions of the Services.

2. Permitted Use

Client agrees to use the Services and all data obtained solely for lawful internal business purposes, including marketing, analytics, and customer engagement.

Client shall NOT:

• Use the data for unlawful, deceptive, or abusive practices
• Use the data for eligibility decisions, including credit, employment, insurance, housing, or similar regulated purposes
• Use the data in violation of applicable laws, including but not limited to the CAN-SPAM Act, Telephone Consumer Protection Act (TCPA), or similar regulations
• Engage in unsolicited communications where consent is required
• Resell, sublicense, distribute, publish, or otherwise commercialize the data
• Use the data to build, enhance, or train a competing product, dataset, or service
• Attempt to re-identify, reverse engineer, or misuse the Services beyond their intended purpose

All data is licensed, not sold.

3. Fees and Billing

Creating an account is free.

If Client upgrades to a paid plan:

• Applicable fees will be displayed at checkout or provided in writing
• Usage-based or per-profile charges apply as stated at the time of upgrade
• Provider reserves the right to modify pricing with reasonable notice

Provider may suspend or terminate access for nonpayment.

4. Term and Termination

This Agreement begins on the Effective Date and continues until terminated.

Client may terminate at any time through the platform or by written notice.

Provider may suspend or terminate Services at any time for:

• Violation of this Agreement
• Nonpayment
• Misuse of the Services
• Unlawful activity
• Actions that negatively impact system performance, security, or integrity

Provisions that by their nature should survive termination—including disclaimers, limitations of liability, indemnification, and intellectual property—will remain in effect.

5. Client Responsibilities

Client is solely responsible for:

• Compliance with all applicable laws and regulations, including but not limited to:
  • CCPA / CPRA
  • TCPA
  • CAN-SPAM
  • ePrivacy and similar laws
• Providing clear and accurate privacy policies, cookie notices, and disclosures
• Obtaining all legally required user consents before deploying tracking technologies
• Proper installation and configuration of the tracking pixel
• Ensuring their website supports the functionality of the Services
• Lawful and appropriate use of all data obtained through the Services

Provider is not responsible for Client’s compliance, implementation, or data usage practices.

6. Data Nature and Limitations

Client acknowledges that:

• Data is sourced from licensed third-party providers and publicly/commercially available datasets
• Data may be incomplete, outdated, or inaccurate
• Identification rates and match performance vary significantly
• Data availability depends on external sources and user behavior

Provider does not guarantee:

• Any specific identification rate
• Any minimum volume of data
• Accuracy, completeness, or timeliness of data

7. Disclaimer

Provider does not provide legal, financial, or compliance advice.

All Services are provided on an “as-is” and “as-available” basis without warranties of any kind, express or implied, including but not limited to:

• Accuracy or reliability of data
• Fitness for a particular purpose
• Non-infringement
• Continuous or error-free operation

Client assumes all risk associated with use of the Services and data.

8. Limitation of Liability

To the fullest extent permitted by law, Provider shall not be liable for any:

• Indirect, incidental, consequential, special, or punitive damages
• Loss of profits, revenue, business opportunities, or data
• Reputational damage
• Regulatory penalties or legal claims
• Damages resulting from reliance on data

Provider’s total aggregate liability shall not exceed:

• The amount paid by Client in the three (3) months preceding the claim, or
• $100 if the Client is on a free plan

Whichever is lower.

9. Indemnification

Client agrees to indemnify, defend, and hold harmless Provider and its officers, directors, employees, and affiliates from any claims, damages, liabilities, or costs (including legal fees) arising from:

• Client’s use of the Services or data
• Client’s violation of applicable laws or regulations
• Failure to obtain required user consent
• Improper, unlawful, or unauthorized communications or marketing practices
• Any breach of this Agreement

10. Data Restrictions

Client agrees that:

• All data is licensed for internal use only
• Data may not be resold, shared, or redistributed
• Data may not be used to create or enhance competing products or databases
• Data must be handled in compliance with applicable laws

11. Confidentiality

Both parties agree to protect all non-public business, technical, and financial information disclosed during the course of this Agreement.

Confidentiality obligations survive termination.

12. Intellectual Property

All technology, software, scripts, tracking mechanisms, APIs, data processing methods, and related intellectual property remain the exclusive property of Provider.

Client receives a limited, non-exclusive, non-transferable license to use the Services solely as permitted under this Agreement.

Client may not:

• Copy or reproduce Provider technology
• Reverse engineer or attempt to derive underlying systems
• Sublicense or share access to the platform

13. Cooperation

Client agrees to reasonably cooperate with Provider to enable proper operation of the Services, including implementing instructions and maintaining website accessibility.

14. Governing Law

This Agreement is governed by the laws of the State of Florida.

All disputes shall be brought in the state or federal courts located in Pinellas County, Florida, unless subject to arbitration below.

15. Dispute Resolution

Before initiating formal proceedings, the parties agree to attempt good-faith resolution.

If unresolved, disputes shall be resolved by binding arbitration administered by the American Arbitration Association in Pinellas County, Florida.

• Claims must be brought individually, not as part of a class action
• The arbitration decision may be enforced in any court of competent jurisdiction

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications.

By checking the required box during signup, Client confirms:

• Acceptance of this Agreement
• Authority to bind the business or entity they represent