Terms of Service

These Terms of Service ("Terms") are a binding agreement between SC Agents, Inc. ("SC Agents," "we," "us") and the person or entity you represent ("Customer" or "you"). By accessing our websites or creating an account, you accept these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

1. The Services

We provide AI‑enabled supply chain software, including agent automations, dashboards, and related APIs. We may update features from time to time. Certain features may be subject to additional terms (Order Form, DPA, AUP).

2. Accounts & Eligibility

You must be at least 18 and provide accurate registration details. Keep credentials confidential. You are responsible for actions under your accounts. Admins may manage user access via SSO/SCIM where available.

3. Customer Data & Security

You retain all rights to Customer Data (data uploaded or generated in your tenant). We process Customer Data only to provide the Services and as described in our Privacy Policy and DPA. You are responsible for the legality of Customer Data and your configuration choices. We maintain appropriate security measures and will notify you of any Security Incident as required by law and our DPA.

4. Acceptable Use

You will not: (a) reverse engineer or attempt to access non‑public areas; (b) use the Services to infringe IP rights, violate law, or transmit malware; (c) attempt to bypass rate limits or system protections; (d) use outputs to build a competing service using our proprietary models or data; or (e) use the Services with highly sensitive data unless permitted in writing.

5. Third‑Party Services

Integrations you enable (e.g., ERP/TMS/IdP) are governed by their own terms. We are not responsible for third‑party services or their handling of your data.

6. Fees & Payment (if applicable to self‑serve)

Fees, billing cycles, and taxes appear on the Order Form or checkout. Late amounts may accrue interest. Except where prohibited, fees are non‑refundable. We may suspend for non‑payment after notice.

7. Trials and Beta Features

Trials and betas are provided as‑is without warranty, may be limited or discontinued at any time, and may be subject to additional privacy or data handling disclosures.

8. Confidentiality

Each party may access the other's confidential information; both will protect it with reasonable care and use it only as permitted in these Terms. Customer Data is your confidential information.

9. Intellectual Property

Except for your rights to use the Services, we and our licensors own the Services and related IP. You grant us a limited license to process Customer Data to provide and support the Services and to use de‑identified and aggregated data to improve and secure the Services.

10. Warranties & Disclaimers

We warrant we will provide the Services in a professional manner consistent with industry standards. Disclaimer: Except as expressly stated, the Services are provided as‑is without warranties of merchantability, fitness for a particular purpose, or non‑infringement.

11. Indemnification

You will defend and indemnify us from third‑party claims arising from your unlawful content or use of the Services in violation of these Terms. We will defend and indemnify you for claims that the Services infringe a third party's IP right, subject to customary exclusions.

12. Limitation of Liability

To the maximum extent permitted by law: (a) no indirect, incidental, special, consequential, or punitive damages; and (b) our aggregate liability under these Terms will not exceed the amounts paid by you for the Services in the 12 months before the event giving rise to liability, or $5,000 if you use a free tier.

13. Term, Suspension & Termination

These Terms remain in effect until terminated. You may terminate at any time by closing your account; prepaid fees are non‑refundable unless required by law. We may suspend or terminate for material breach after notice, or immediately for unlawful conduct.

14. Data Return & Deletion

Upon termination, you may export Customer Data for 30 days, after which we may delete or de‑identify it subject to legal retention obligations. We will delete according to our DPA and documented procedures.

15. Modifications

We may update these Terms from time to time. If changes are material, we will provide notice (e.g., email or in‑app). Your continued use after the effective date constitutes acceptance.

16. Governing Law & Venue

These Terms are governed by the laws of Delaware, excluding conflict rules. The parties consent to exclusive jurisdiction in the state and federal courts located in Delaware.

17. Export, Sanctions & Anti‑corruption

You agree to comply with applicable export controls, sanctions, and anti‑corruption laws and will not use the Services in embargoed countries or prohibited end‑uses.

18. Miscellaneous

Assignment with consent (not unreasonably withheld), except either party may assign in connection with a merger or sale. Force majeure applies. If any provision is unenforceable, the remainder survives. Notices to: contact@scagents.ai.

Additional terms (enterprise customers). Where we execute an Order Form and Master Service Agreement (MSA) with you, that MSA governs your paid use and will supersede or incorporate these Terms as specified.

Contact Information

If you have any questions about these Terms of Service, please contact us at: