Data Services Agreement

Scupe.ai LLC

Effective Date: The date on which the Client completes account registration 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 the terms of this Agreement. “Provider” refers to Scupe.ai LLC.

1. Services Provided

Scupe.ai LLC (“Provider”) provides access to website visitor identification and data services (“Services”) through the Scupe platform. These Services include:

• Access to a website visitor tracking pixel script for Client installation.

• Access to platform dashboards, reporting features, and integrations (such as webhooks) that facilitate exporting or transmitting visitor data.

• Use of third-party data sources and enrichment services integrated into the platform.

Client acknowledges that Provider relies on external technologies, networks, APIs, and data partners to deliver certain Services.

2. Fees and Billing

Creating an account is free.
If Client upgrades to a paid plan, all applicable fees will be displayed at checkout or provided in writing.

Client agrees that:

• Any usage-based or per-profile charges apply as stated at the time of upgrade.

• Provider may suspend or terminate access for failure to pay fees on paid plans.

3. Term and Termination

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

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

• Provider may suspend or terminate Services at any time for misuse, violation of this Agreement, nonpayment (for paid plans), unlawful activity, or actions that negatively affect system operation or security.

Provisions that reasonably should survive termination—including confidentiality, disclaimers, limitations of liability, and intellectual property protections—will continue in effect.

4. Client Responsibilities

Client agrees to:

• Install the tracking pixel on their website using their own internal resources or development team.

• Ensure full compliance with all applicable privacy, data protection, and tracking laws , including but not limited to GDPR, CCPA, CPRA, ePrivacy, and similar regulations.

• Maintain accurate privacy disclosures , cookie notices, and any required user notifications explaining the use of tracking technologies.

• Obtain all legally required user consents before deploying the pixel, including but not limited to cookie consent where required.

• Ensure their website remains functional and able to support the pixel’s operation.

• Use all collected data lawfully and responsibly.

Provider is not responsible for the Client’s legal compliance, consent obligations, implementation, website configuration, or website functionality.

5. No Guarantee of Identification

Provider does not guarantee:

• That any specific percentage of website visitors will be identified

• That any minimum amount of data will be returned

• That match rates, data coverage, or visitor detection will meet Client expectations

Client acknowledges that identification rates vary based on browser restrictions, device settings, privacy controls, network conditions, user behaviors, and third-party data availability.

6. Disclaimer

Provider does not provide legal, financial, or compliance advice.
Client is solely responsible for all decisions related to privacy practices, disclosures, consent collection, and legal compliance.

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

• Fitness for a particular purpose

• Accuracy, completeness, or reliability of data

• Non-infringement

• Continuous or error-free operation

7. Limitation of Liability

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

• Indirect, incidental, consequential, special, punitive, or exemplary damages

• Loss of profits, revenue, business opportunities, or data

• Reputational damage

• Regulatory penalties or legal claims

• Client reliance on data accuracy or availability

even if Provider has been advised of the possibility of such damages.

Provider’s total aggregate liability for any claim arising out of this Agreement shall not exceed the amount of fees paid by Client to Provider in the three (3) months preceding the claim, or $100 if the Client is on a free plan, whichever is lower.

This clause is standard and widely reinforced in SaaS/data service agreements.

8. Indemnification

Client agrees to indemnify, defend, and hold harmless Scupe.ai LLC and its officers, directors, employees, agents, and affiliates from any claims, damages, losses, liabilities, penalties, or costs (including attorneys’ fees) arising from:

• Client’s use of the Services

• Client’s data collection, storage, transmission, or handling practices

• Client’s failure to obtain legally required consents

• Client’s violation of applicable laws or regulations

• Any breach of this Agreement

This clause ensures that legal exposure created by the Client does not become Provider’s problem.

9. Data Accuracy and Service Availability

Client acknowledges that:

• Provider obtains data from third-party and public sources.

• Provider does not guarantee accuracy, completeness, timeliness, or availability of data.

• Data availability may vary depending on external sources.

If a major third-party data source becomes unavailable and alternatives cannot be reasonably secured, Provider may suspend or discontinue certain Services. Paid Clients will receive a prorated refund for the unused portion of the current billing cycle.

10. Confidentiality

Both parties agree to protect all non-public business, technical, or financial information exchanged during the course of this Agreement.
Confidentiality obligations survive termination.

11. Intellectual Property

All scripts, tools, software, configurations, tracking mechanisms, APIs, data processing methods, and related intellectual property remain the exclusive property of Scupe.ai LLC.

Client receives a limited, non-transferable, non-exclusive license to use these assets solely for purposes permitted by this Agreement.

Client may not:

• Copy or reproduce Provider’s technology

• Reverse engineer or attempt to derive its underlying structure

• Sublicense, resell, or share the pixel or platform code

• Use the Services to build or assist a competing product

12. Cooperation

Client agrees to reasonably cooperate with Provider to facilitate the proper functioning of the Services, including implementing instructions, ensuring website accessibility, and responding to necessary communications.

13. Governing Law

This Agreement is governed by the laws of the State of Florida.
All disputes shall be brought exclusively in the state or federal courts located in Pinellas County, Florida.

14. Dispute Resolution

Before initiating formal action, both parties agree to attempt resolution through good-faith negotiations.

If unresolved, disputes shall be resolved by binding arbitration in Pinellas County, Florida, administered by the American Arbitration Association.
The arbitration award may be entered in any court with jurisdiction.

15. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior communications relating to the subject matter.

By checking the required box at signup, Client confirms acceptance of this Agreement and affirms they are authorized to bind the business or entity they represent.