Commercial Terms of Service

1.1 Access and License: Subject to your ongoing compliance with these Terms and payment of applicable fees, ScoreRaiser grants the Customer a limited, non-exclusive, non-transferable, and revocable right to access and utilize the Commercial Services for your internal business operations and to develop applications or integrations for your end-users. 1.2 Service Modifications: ScoreRaiser continuously evolves its infrastructure. We reserve the right to update, modify, or deprecate features of the Commercial Services. We will make reasonable efforts to provide advance notice of material changes that significantly impact your integration or usage. 1.3 Third-Party Integrations: The Commercial Services may facilitate connections with third-party applications or data sources. ScoreRaiser is not responsible for the performance, security, or data practices of these external services.

2.1 Acceptable Use: You agree to utilize the Commercial Services strictly in accordance with our Usage Policy and all applicable local, state, national, and international laws and regulations. 2.2 Prohibited Conduct: The Customer shall not, and shall not permit any third party to: • Reverse engineer, decompile, or attempt to extract the source code or underlying algorithms of the Commercial Services. • Utilize the Commercial Services to develop a directly competing product or infrastructure. • Attempt to bypass or circumvent any security mechanisms, rate limits, or access controls implemented by ScoreRaiser. • Use the Commercial Services to process, store, or transmit highly sensitive data (e.g., classified government information) unless explicitly authorized by a separate written agreement. 2.3 Account Security: You are solely responsible for maintaining the confidentiality of your API keys, authentication credentials, and account access. You must notify ScoreRaiser immediately upon discovering any unauthorized use or security breach related to your account.

3.1 Uptime Commitment: ScoreRaiser will use commercially reasonable efforts to make the Commercial Services available with a monthly uptime percentage of at least 99.9%. 3.2 Support: ScoreRaiser provides technical support for the Commercial Services via email. Response times are determined by your specific subscription tier.

4.1 Customer Data: "Customer Data" refers to all information, inputs, and materials submitted by the Customer to the Commercial Services. You retain all ownership rights to your Customer Data. You grant ScoreRaiser a limited license to process, store, and utilize Customer Data solely to the extent necessary to provide and maintain the Commercial Services. 4.2 ScoreRaiser Intellectual Property: ScoreRaiser retains all right, title, and interest in and to the Commercial Services, including all underlying software, infrastructure, algorithms, and associated intellectual property. 4.3 System Outputs: Subject to your compliance with these Terms, ScoreRaiser assigns to you all rights, title, and interest in the specific outputs generated by the Commercial Services in response to your inputs. 4.4 Data Privacy: The processing of personal data within the Commercial Services is governed by our Data Processing Addendum (DPA), which is incorporated herein by reference.

5.1 Pricing: Access to the Commercial Services is subject to the fees outlined on our official pricing page or as specified in a separate enterprise agreement. ScoreRaiser reserves the right to adjust pricing with a minimum of 30 days' advance notice. 5.2 Billing and Payment: Fees are typically billed in advance or based on metered usage, depending on your selected plan. You agree to provide accurate billing information and authorize ScoreRaiser to charge your designated payment method for all applicable fees. 5.3 Taxes: All fees are exclusive of applicable taxes, levies, or duties. The Customer is responsible for the payment of all such taxes associated with their use of the Commercial Services. 5.4 Late Payments: Failure to remit payment by the due date may result in the suspension or termination of your access to the Commercial Services.

6.1 Definition: "Confidential Information" encompasses any non-public information disclosed by one party to the other, designated as confidential or reasonably understood to be confidential given the nature of the information. 6.2 Obligations: Both parties agree to protect the other's Confidential Information with the same degree of care used to protect their own, but no less than a reasonable standard of care. Confidential Information shall only be used for the purposes of fulfilling obligations under these Terms.

7.1 Mutual Warranties: Each party represents that it has the legal authority to enter into these Terms. 7.2 Disclaimer: THE COMMERCIAL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SCORERAISER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SCORERAISER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE COMMERCIAL SERVICES. SCORERAISER'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

9.1 Term: These Terms commence on the Effective Date and continue until terminated by either party. 9.2 Termination for Convenience: Either party may terminate these Terms for any reason by providing 30 days' written notice. 9.3 Termination for Cause: Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within 15 days of receiving notice. 9.4 Effect of Termination: Upon termination, all rights and licenses granted to the Customer will immediately cease. The Customer must cease all use of the Commercial Services and delete any associated API keys.

10.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. 10.2 Entire Agreement: These Terms, including any referenced policies or addendums, constitute the entire agreement between the parties regarding the Commercial Services and supersede all prior agreements. 10.3 Modifications: ScoreRaiser may update these Terms periodically. Continued use of the Commercial Services following the posting of updated Terms constitutes acceptance of the changes. 10.4 Contact: For legal inquiries or notices regarding these Terms, please contact: ScoreRaiser, Inc. 4801 Glenwood Ave Suite 200-1105 Raleigh, NC 27612 Email: info@scoreraiser.com