Terms of Service
These Terms and Conditions of Use (the "Terms") govern the access to and use of the Platform and the Services (as defined below) provided by Skope Technologies, Inc. d/b/a Async, a Delaware corporation ("Async," "we," "us," or "our"), by the customer identified on the applicable Order Form ("Customer," "you," or "your"). Async and Customer are each a "Party" and together the "Parties." By accessing the Platform or by executing an Order Form that references these Terms, you agree to be bound by these Terms as of the Effective Date.
The agreement between the Parties consists of these Terms, each Order Form, and any exhibits, schedules, or addenda expressly incorporated by reference (collectively, the "Agreement"). In the event of a conflict between these Terms and an Order Form, the Order Form controls solely with respect to the specific provision and solely if the Order Form expressly states that it supersedes these Terms as to that provision; otherwise these Terms control.
1. Definitions
1.1 "Platform" means Async's proprietary artificial intelligence software platform, including all underlying models, algorithms, software, tools, interfaces, and related technology used by Async to provide the Services, together with all updates, upgrades, modifications, and enhancements thereto.
1.2 "Authorized User" means an employee, contractor, or other individual authorized by Customer to access and use the Services on Customer's behalf, subject to the access limitations set forth in the applicable Order Form.
1.3 "Customer Data" means all data, documents, files, text, materials, and other content that Customer or its Authorized Users submit to, upload to, or input into the Platform, or that Async processes on Customer's behalf in connection with the Services.
1.4 "Output" means the results, responses, text, documents, and other content generated by the Platform in response to inputs, queries, or prompts submitted by or on behalf of Customer, including materials produced through Workflows and Customer Queries.
1.5 "Order Form" means an ordering document executed by the Parties that references these Terms and sets forth the specific Services to be provided, the applicable fees, the subscription term, the number or scope of Authorized Users, and other commercial terms.
1.6 "Services" means the services identified on the applicable Order Form.
1.7 "Workflow" means the automation and deployment of one or more AI agents to automate a sequence of tasks where artificial intelligence handles, coordinates, or enhances one or more of the steps.
1.8 "Customer Query" means a query, prompt, or instruction submitted by Customer or its Authorized Users to the Platform to generate Output, where Customer has been granted access to the Platform under the applicable Order Form.
1.9 "Effective Date" means the earlier of (a) the date Customer first accesses or uses the Services, or (b) the effective date of the first Order Form that references these Terms.
1.10 "Use" means to access, deploy, operate, or otherwise utilize the Services and any Output in accordance with the Agreement.
2. Services
2.1 Scope of Services
Subject to the Agreement and the timely payment of all applicable fees, Async will provide Customer with the Services set forth in the applicable Order Form.
2.2 Evaluation Term
Where an Order Form provides for an evaluation, proof of concept, or pilot period (an "Evaluation Term"), Customer's Use of the applicable Services during the Evaluation Term is subject to these Terms. Customer must enter into a new or amended Order Form if Customer elects to continue Use of the Services past the Evaluation Term.
3. Fees and Payment
3.1 Subscription Basis
The Services are provided on a subscription basis unless otherwise stated in the applicable Order Form.
3.2 Fees
Customer will pay the fees set forth in the applicable Order Form (the "Fees"). Fees are stated exclusive of taxes, and Customer is responsible for all sales, use, consumption, value-added, goods and services taxes, withholding and similar taxes ("Taxes") on the Fees, excluding taxes based on Async's net income. All Fees are non-refundable and are not contingent on the delivery of any future functionality or Output. Async has the right to correct invoicing errors or mistakes within 45 days of the relevant invoice being received by Customer.
3.3 Payment Terms
Unless otherwise stated in the applicable Order Form, Customer shall pay all undisputed invoices within thirty (30) days following the date of the invoice. All payments shall be made in U.S. Dollars via ACH, credit card, or check to the account designated by Async. Except as otherwise stated in the applicable Order Form, Customer will enroll in automatic recurring payments and authorize Async to charge Customer's credit card or bank for all amounts due under an Order Form, including any applicable taxes. The Fees will be charged on the start date of the initial term, and all subsequent Fees will be charged monthly thereafter. All payments shall be made by automatic recurring credit card or ACH bank transfer, processed through Stripe or another billing platform selected by Async. Customer's enrollment in and maintenance of autopay is a condition of access to the Services. If Async cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Async will attempt to charge the payment method again as Customer may update its payment method information. In accordance with applicable law, Async may update information regarding Customer's selected payment method if provided such information by Customer's financial institution. Async will issue a monthly invoice to Customer reflecting the applicable Fees. Async reserves the right to change the Fees or applicable charges and to institute new charges and Fees upon thirty (30) days prior written notice.
3.4 Disputed Fees and Late Payment
To dispute any invoiced Fees or Taxes, Customer must contact Async within 30 days of the date of the disputed invoice. Undisputed amounts past due may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. Async may suspend the Services upon Customer's failure to pay undisputed amounts that remain outstanding after written notice and a reasonable opportunity to cure. In the event of a billing dispute, any undisputed amounts must be paid in full.
4. License and Access Rights; Authorized Users
4.1 Grant to Customer
Subject to the Agreement and payment of all Fees, Async grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and Use the Services and the Platform, solely for Customer's internal business purposes.
4.2 Restrictions
Customer will not, and will not permit any Authorized User or third party to: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, models, or algorithms; (c) rent, lease, sell, sublicense, distribute, or otherwise make the Platform available to any third party; (d) use the Services to build a competing product or service; (e) circumvent or disable any security or usage-monitoring features; or (f) use the Services in violation of any applicable law or the Agreement. Customer will permit only its Authorized Users to access and use the Platform and the Services, and that such access and use shall be solely for Customer's internal business purposes. Customer shall be responsible and liable for all acts and omissions of its Authorized Users, and for any access to or use of the Platform or the Services through the Customer's accounts or credentials, whether or not authorized, as if such acts, omissions, access, or use were those of the Customer. Any breach of this Agreement by an Authorized User shall be deemed a breach by the Customer.
4.3 Reservation of Rights
Except for the limited rights expressly granted in the Agreement, Async reserves all rights, title, and interest in and to the Platform and the Services. No rights are granted by implication, estoppel, or otherwise.
5. Intellectual Property; No Work Made for Hire
5.1 Async IP
As between the Parties, Async owns and retains all right, title, and interest in and to the Platform, the Services, and all software, models, algorithms, methodologies, know-how, templates, and other technology and materials used to provide the Services, together with all intellectual property rights therein, including all modifications, improvements, and enhancements thereto (collectively, "Async IP").
5.2 No Work Made for Hire
Notwithstanding anything to the contrary, nothing in the Agreement, and no Service, deliverable, Workflow, or Output, constitutes a "work made for hire" as that term is defined under the United States Copyright Act, 17 U.S.C. Section 101, or under any comparable law of any jurisdiction. No provision of the Agreement will be construed as an assignment to Customer of any Async IP, and Async does not assign, and expressly retains, all right, title, and interest in and to the Platform and all underlying software, models, methodologies, and technology used to generate any Workflow or Output.
5.3 Feedback
If Customer provides Async with suggestions, comments, or other feedback regarding the Services or Platform ("Feedback"), Async may use and incorporate such Feedback without restriction or obligation, and Customer grants Async a perpetual, irrevocable, royalty-free license to do so.
5.4 Nature of Output
Output is generated by artificial intelligence and may be inaccurate, incomplete, or non-unique. Async makes no representation that Output is original or that it does not resemble output provided to other customers. Customer is solely responsible for reviewing, validating, and determining the suitability of all Output before relying on or using it.
6. Customer Data; Data Protection and Privacy
6.1 Ownership of Customer Data
As between the Parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer grants Async a limited, non-exclusive license to access, use, process, store, and transmit Customer Data solely to the extent necessary to provide the Services, to prevent or address service or technical problems with the Services, or as may be required by applicable law.
6.2 Compliance with Privacy Laws
Each Party will comply with all data protection and privacy laws applicable to it in connection with the Services. The Parties will enter into a data processing addendum or business associate agreement where required by applicable privacy laws.
6.3 Customer Obligations Regarding Data
Customer represents and warrants that it has all rights, consents, and authority necessary to provide Customer Data to Async and to authorize Async to process Customer Data as contemplated by the Agreement. Customer is responsible for determining whether the Services are appropriate for the types of Customer Data it submits and for not submitting any Customer Data that it is not legally permitted to disclose. Customer will not submit through the Platform any special categories of personal data, protected health information, or other regulated data unless the Parties have executed any addendum required by applicable privacy laws.
6.4 Security
Async will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, or destruction, consistent with applicable privacy laws.
6.5 Usage Data
Async may collect and use anonymized, aggregated usage and performance data generated by Customer's use of the Platform and Services ("Usage Data") for purposes of internal product improvement, internal analytics, and internal business operations. Anonymized means that there is no possibility of linking such data to Customer or any of Customer's clients, if any, or to connect such data with any person or entity, including without limitation, through the use of generally known or commercially available technology. Usage Data shall not include any Customer Data or personally identifiable information.
6.6 No Training of AI Models
Async will not use Customer Data or Customer's Confidential Information to train or fine-tune AI models, nor will it allow any of its third-party providers to do so.
7. Professional and Regulated Industry Use; No Professional Advice
7.1 No Professional Advice
The Services and Output are tools to assist Customer and do not constitute, and are not a substitute for, legal, medical, financial or other professional advice. Customer and its Authorized Users are solely responsible for the exercise of professional judgment and for any decision made or action taken in reliance on the Services or Output. Where Customer is a law firm or legal professional, Customer remains solely responsible for compliance with its professional and ethical obligations and Customer is solely responsible for supervising the use of the Services and for ensuring that any Output used in connection with the practice of law is independently reviewed by a licensed attorney.
8. Confidentiality
8.1 Confidential Information
"Confidential Information" means non-public information disclosed by one Party (the "Disclosing Party") to the other (the "Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer's Confidential Information, and the Async IP is Async's Confidential Information.
8.2 Obligations
The Receiving Party will (a) use the Disclosing Party's Confidential Information solely to perform its obligations and exercise its rights under the Agreement, and (b) protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. The Receiving Party will not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.
8.3 Exclusions
Confidential Information does not include information that (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully known to the Receiving Party without restriction before disclosure; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed without use of or reference to the Disclosing Party's Confidential Information.
8.4 Compelled Disclosure
The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided that, where legally permitted, it gives the Disclosing Party prompt notice and reasonable cooperation to seek protective treatment.
9. Warranties and Disclaimers
9.1 Mutual Warranties
Each Party represents and warrants that it has the full right, power, and authority to enter into and perform the Agreement.
9.2 Limited Service Warranty
Async warrants that it will provide the Services in a professional and workmanlike manner. Customer's exclusive remedy and Async's sole obligation for breach of this warranty is the re-performance of the deficient Services, or, if Async cannot reasonably re-perform, a refund of the Fees paid for the deficient Services.
9.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE SERVICES, THE PLATFORM, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ASYNC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ASYNC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR FIT FOR ANY PARTICULAR PURPOSE.
10. Indemnification
10.1 By Async
Async will defend Customer against any third-party claim alleging that the Platform and Services provided by Async and used in accordance with the Agreement, infringes such third party's intellectual property rights, and will indemnify Customer for damages, costs, and, if applicable, attorneys' fees, finally awarded or amounts agreed in settlement. If Customer's use of the Platform or Services results (or in Async's opinion is likely to result) in an infringement claim, Async may either: (i) substitute functionally similar products or services, (ii) procure for Customer the right to continue using the Platform and Services, or if (i) and (ii) are not commercially reasonable, (iii) terminate this Agreement, or the applicable Order Form, and refund to Customer any prepaid unused Fees for the applicable Services. Async will not have an obligation to indemnify and defend to the extent the applicable claim is attributable to any materials not provided by Async either alone or in combination with the Services. Notwithstanding the above, Async does not have any obligation to defend or indemnify with respect to Output that results from Input or Customer Data that is in violation of the Agreement or results from Input or Customer Data that Customer knew or reasonably should have known was likely to lead to infringing Output.
10.2 By Customer
Customer will defend and indemnify Async against any third-party claim arising from (a) Customer Data, including any claim that Customer Data infringes or violates the rights of a third party or applicable law; (b) Customer's or its Authorized Users' Use of the Services in violation of the Agreement or applicable law; or (c) Customer's use of or reliance on any Output.
10.3 Indemnification Procedure
In the event of a potential indemnity obligation under this section, each party (the "Indemnified Party") will: (i) promptly notify the other party (the "Indemnifying Party") in writing of the claim, (ii) allow the Indemnifying Party the right to control the investigation, defense and settlement (if applicable) of such claim at the Indemnifying Party's cost and expense, and (iii) upon request of the Indemnifying Party, provide all necessary cooperation at the Indemnifying Party's expense. Failure by the Indemnified Party to notify the Indemnifying Party of a claim under this section will not relieve the Indemnifying Party of its obligations under this section. However, the Indemnifying Party will not be liable for any litigation expenses that the Indemnified Party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the Indemnifying Party. The Indemnifying Party may not settle any claim that would bind the Indemnified Party to any obligation (other than payment covered by the Indemnifying Party or ceasing to use infringing materials) or require any admission of fault by the Indemnified Party, without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this section will not apply if the Indemnified Party settles or makes any admission with respect to a claim without the Indemnifying Party's prior written consent.
11. Limitation of Liability
11.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT AS SET FORTH IN 11.3 BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO ASYNC UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
11.3 Enhanced Claims
THE LIMITATION IN 11.2 SHALL NOT APPLY TO A PARTY'S BREACH OF SECTION 8.2 OR CLAIMS RELATING TO DATA BREACHES OF CUSTOMER DATA CAUSED BY ASYNC'S BREACH OF ITS SECURITY OBLIGATIONS ("ENHANCED CLAIMS"). FOR ALL ENHANCED CLAIMS, EACH PARTY'S AGGREGATE LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE GREATER OF (I) 2X THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER IN THE 12 MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE CLAIM AND (II) $250,000.
11.4 Exceptions
The limitations in this Section 11 do not apply to a Party's indemnification obligations, a Party's breach of its confidentiality obligations, Customer's payment obligations, or claims based on liability which, by law, cannot be limited (for example, tort claims for gross negligence and intentional misconduct or fraud).
12. Term and Termination
12.1 Term
These Terms take effect as of the Effective Date and remain in effect until terminated in accordance with this Section 12. Each Order Form remains in effect for the subscription term stated therein, and termination of these Terms is not effective until the expiration or termination of all Order Forms unless otherwise stated herein. Unless terminated by Async with at least 90 days' written notice or by Customer with at least 30 days' written notice before the expiry of the then-current subscription period, the Agreement shall automatically renew for additional periods equal to the then-expiring subscription term (each a "Renewal Term").
12.2 Termination for Cause
In addition to any termination rights stated elsewhere in the Agreement, a Party may terminate the Agreement for cause (i) upon 30 days' written notice to the other Party of a material breach, if the breach remains uncured at the expiration of the notice period, (ii) if the other Party becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or governmental regulations, or (iii) if the other Party goes out of business, or ceases its operations. Where the Customer terminates the Agreement for cause due to a material breach by Async, the Customer shall be entitled to a refund of any Fees paid in advance for the period between the effective date of termination and the end of the agreed term.
12.3 Effect of Termination
Upon termination or expiration of the Agreement for whatever reason, Customer's right to access and Use the Platform and the Services ceases. Termination does not relieve Customer of the obligation to pay Fees accrued before the effective date of termination. Upon Customer's reasonable request within thirty (30) days of the effective date of termination and upon mutually agreed upon commercial terms, Async will assist the Customer in retrieving any Customer Data stored in the Services (if any) in a standard machine-readable format. In addition, both Parties shall promptly return or, if so instructed by the other Party, destroy any Confidential Information of the other Party. After the expiration of the thirty (30) day period referred to above, unless restricted by applicable law or otherwise agreed in writing between the Parties, Async shall securely delete all Customer Data remaining in the Platform in accordance with industry-standard data destruction practices. Upon the Customer's written request, Async shall provide written certification confirming that such deletion has been completed.
12.4 Survival
The provisions herein that by their nature are intended to survive the expiration or termination of the Agreement, including but not limited to intellectual property, confidentiality, fees accrued, warranties and disclaimers, indemnification, limitation of liability, and general provisions, shall so survive to the extent necessary for the intended preservation of the Parties' rights and obligations.
13. General Provisions
13.1 Governing Law
The Agreement is governed by the substantive laws of the State of Delaware, without regard to any conflict-of-law or choice-of-law rules.
13.2 Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by confidential binding arbitration administered by the American Arbitration Association (the "AAA") pursuant to its Commercial Arbitration Rules. The arbitration shall be seated in New York, New York conducted before one (1) arbitrator; provided that for any dispute with an amount in controversy exceeding $250,000, the matter shall be heard before a panel of three (3) arbitrators. Judgment on the award may be entered in any court having jurisdiction. The Parties shall maintain the confidential nature of the arbitration proceeding, the hearing, and the award, except as may be necessary to enforce the award or as required by applicable law. Each Party shall bear its own attorneys' fees and costs, except to the extent recoverable under the indemnification obligations in these Terms. Notwithstanding the foregoing, either Party may seek provisional or injunctive relief in aid of arbitration, or to protect its intellectual property or Confidential Information, from any court of competent jurisdiction. The Parties intend that the rule of construction providing that a document is construed against its drafter shall not apply to the Agreement.
13.3 Entire Agreement
These Terms, each Order Form, and any exhibits, schedules, or addenda expressly incorporated by reference, constitute the entire agreement between the Parties regarding its subject matter and supersede all prior or contemporaneous agreements, proposals, or representations, whether written or oral.
13.4 Changes to these Terms; Waiver
Async may update these Terms from time to time by posting the updated Terms on its website, with updates becoming effective when posted. Except for updates that, in Async's reasonable judgment, are non-material, relate to new functionality, or are required by applicable law, Async will provide notice of any material update at least fifteen (15) days before it becomes effective. Updates are not retroactive but will govern Customer's continued Use of the Services. Notwithstanding the foregoing, Async will not update these Terms in a manner that materially detracts from its obligations regarding Confidential Information, Customer Data, or security without Customer's express written consent. If Customer reasonably considers a material update to negatively impact Customer, Customer has fifteen (15) days after the update is posted or notified to bring the matter to Async's attention; if the Parties are unable to resolve the matter within fifteen (15) days (including by reverting Customer to the prior language for the balance of the applicable subscription term), Customer may terminate the affected Order Form upon written notice and Async will refund any prepaid, unused Fees for the affected Services. Commercial terms specific to an Order Form may be amended only by a writing agreed between the Parties. No waiver is effective unless in writing, and no failure or delay in exercising any right constitutes a waiver.
13.5 Assignment
Neither Party may assign the Agreement without the other Party's prior written consent, except that either Party may assign the Agreement without consent to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any prohibited assignment is void.
13.6 Independent Contractors
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.
13.7 Force Majeure
Neither Party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, and failures of the internet or third-party service providers.
13.8 Notices
Notices under the Agreement must be in writing and delivered to the addresses set forth in the applicable Order Form, by personal delivery, nationally recognized courier, or email with confirmation of receipt, and are deemed given upon receipt.
13.9 Severability
If any provision of the Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
13.10 Publicity
Neither Party will use the other Party's name, logo, or trademarks in any public statement without prior written consent, except that Async may identify Customer as a customer in its customer lists with Customer's prior consent.
13.11 Acceptance
Customer accepts these Terms by accessing or using the Platform or Services or by executing an Order Form that references these Terms. Where an Order Form is used, it may be executed in counterparts and accepted electronically, each of which is deemed an original and together constitute one instrument.
Last Updated: July 10, 2026