Terms of Service

ScoreLoop is a business-to-business service intended for businesses located in the United States.

You may use ScoreLoop only if:

• You are at least 18 years old;
• You have the legal capacity to enter a binding agreement;
• You are acting for business purposes; and
• If acting for a company or organization, you have authority to bind that company or organization.

"Customer," "you," and "your" mean the business purchasing, evaluating, or using the services and its authorized representatives.

ScoreLoop currently markets and provides its services to customers located in the United States.

ScoreLoop does not represent that the website or services comply with laws outside the United States.

You may not provide ScoreLoop with information governed by non-U.S. privacy, data-localization, or industry-specific requirements unless ScoreLoop has expressly agreed in writing to accept and process that information.

ScoreLoop provides distributor scorecard analysis and resolution-support services.

Depending on the applicable proposal, order form, statement of work, or services agreement, services may include:

• Reviewing current and historical distributor scorecards
• Identifying scorecard exceptions
• Comparing scorecard cycles
• Prioritizing exceptions
• Identifying potential operational causes
• Assigning corrective actions to customer-designated business owners
• Tracking corrective-action status
• Preparing management and QBR-ready summaries
• Reviewing deductions, chargebacks, and remittance records
• Organizing supporting dispute documentation
• Providing related operational analysis and advisory support

Specific deliverables, fees, deadlines, assumptions, and responsibilities will be stated in the applicable written agreement.

If the parties sign an order form, proposal, statement of work, services agreement, nondisclosure agreement, data-processing agreement, or similar document, it is incorporated into these Terms.

In the event of a conflict, the following order applies:

• A signed data-processing agreement for data-protection matters;
• A signed services agreement, order form, or statement of work;
• A signed nondisclosure agreement for confidentiality matters;
• These Terms; and
• Website descriptions and marketing materials.

The Customer agrees to:

• Provide accurate and complete information
• Provide records in a reasonably usable format
• Obtain all rights, permissions, and authority required to provide Client Records
• Avoid providing unnecessary sensitive personal information
• Designate appropriate business contacts
• Designate appropriate corrective-action owners
• Review findings and deliverables
• Provide requested clarifications
• Verify information before submitting a dispute, claim, or communication
• Make final operational, financial, commercial, and legal decisions
• Use the services and deliverables lawfully

ScoreLoop is not responsible for delays, errors, or incomplete findings caused by missing, inaccurate, corrupted, illegible, or untimely Customer information.

"Client Records" means documents, data, files, instructions, communications, and other materials provided by or for the Customer.

The Customer retains ownership of its Client Records.

The Customer grants ScoreLoop a limited, nonexclusive right to access, copy, organize, process, analyze, and create deliverables from Client Records only as necessary to:

• Perform the contracted services
• Communicate with the Customer
• Secure and administer the services
• Comply with applicable law
• Enforce the parties' agreements

ScoreLoop will not use Client Records:

• For another customer
• For unrelated benchmarking
• For behavioral advertising
• For targeted advertising
• To train or fine-tune AI models
• To create unrelated third-party products

The Customer represents that it has all necessary rights and authority to provide the Client Records to ScoreLoop.

ScoreLoop requires a mutual nondisclosure agreement or other written confidentiality agreement before receiving substantive Client Records, unless confidentiality is already covered by another signed agreement.

ScoreLoop may disclose confidential information only:

• To authorized personnel who need it to perform the services
• To authorized service providers subject to confidentiality obligations
• As directed by the Customer
• As required by applicable law or legal process
• As reasonably necessary to protect legal rights or investigate security incidents

Confidentiality obligations do not apply to information that:

• Becomes public without a breach
• Was lawfully known without a confidentiality duty
• Is independently developed without using confidential information
• Is lawfully received from another source
• Is approved for release in writing

ScoreLoop may use artificial intelligence tools to assist with:

• Document extraction
• Classification
• Record comparison
• Exception identification
• Summarization
• Draft analysis
• Draft report preparation

ScoreLoop does not use Client Records to train or fine-tune ScoreLoop's own AI models.

ScoreLoop seeks to use third-party AI services under business or enterprise terms that restrict the provider from using submitted Client Records to train general-purpose AI models.

AI-assisted output may be incomplete, inaccurate, or inconsistent. ScoreLoop may use human review, but the Customer remains responsible for reviewing deliverables and making final business decisions.

ScoreLoop may record the department, job role, or functional owner assigned to a corrective action.

This information is used to route and track operational work.

It is not intended to constitute:

• An employee performance review
• An employment recommendation
• A disciplinary decision
• An employment eligibility decision
• A legally significant decision concerning an individual

The Customer is responsible for notifying ScoreLoop when an assignment must be corrected, updated, or removed.

Subject to full payment and the applicable agreement, the Customer may use final deliverables for its internal business purposes.

Unless ScoreLoop agrees otherwise in writing, the Customer may not:

• Resell deliverables as a standalone product
• Publish confidential ScoreLoop methodologies
• Represent ScoreLoop methodologies as the Customer's proprietary technology
• Remove ScoreLoop ownership notices from reusable ScoreLoop materials
• Use deliverables to train a competing AI or software system
• Use ScoreLoop materials to build a substantially similar commercial service

Customer-specific records, facts, and findings remain the Customer's information.

ScoreLoop retains ownership of its:

• General methodologies
• Processes
• Templates
• Workflows
• Prompts
• Analytical structures
• Software
• Know-how
• Preexisting materials

ScoreLoop provides analysis and operational support based on the information available.

ScoreLoop does not guarantee:

• Recovery of deductions or chargebacks
• Acceptance of a dispute
• Prevention of future deductions
• Increased revenue
• Increased profit
• Improved scorecard ratings
• Preservation of shelf space
• Renewal of a customer or distributor relationship
• Action by a retailer, distributor, carrier, or other third party
• Identification of every possible exception
• Accuracy of third-party information

References to potential revenue impact, recovery, savings, or revenue protection are estimates or business hypotheses unless expressly guaranteed in a signed agreement.

Any turnaround time shown on the website is a target based on timely receipt of complete, accurate, and usable records.

A turnaround time is binding only when expressly identified as a guarantee in a signed order form or statement of work.

A turnaround time may be extended when:

• Required information is missing
• Records are inaccurate or unusable
• Records are unusually complex or voluminous
• The Customer changes the scope
• Customer clarification is required
• A necessary third-party system is unavailable
• Events outside ScoreLoop's reasonable control occur

ScoreLoop does not provide:

• Legal advice
• Tax advice
• Accounting advice
• Audit services
• Insurance advice
• Employment advice
• Regulatory advice

Dispute-ready documentation is provided for operational support. It does not constitute legal representation or a legal opinion.

Customers should consult qualified professional advisers when appropriate.

Fees, deposits, payment schedules, cancellation terms, and applicable taxes will be stated in the applicable proposal, invoice, order form, or services agreement.

Unless otherwise stated in writing:

• Fees are quoted in U.S. dollars
• Invoices are due according to their stated payment terms
• The Customer is responsible for applicable sales, use, and similar taxes, excluding taxes based on ScoreLoop's net income
• ScoreLoop may suspend work when undisputed payments are overdue
• Work outside the agreed scope may require a revised fee or change order

Payments may be processed by a third-party payment processor.

ScoreLoop does not directly store complete payment-card numbers or card security codes.

You may not use the website or services to:

• Violate applicable law
• Violate another party's intellectual-property rights
• Violate privacy or confidentiality rights
• Submit records you are not authorized to provide
• Upload malware or harmful code
• Attempt unauthorized access
• Interfere with website or system security
• Reverse engineer protected software
• Misrepresent your identity or authority
• Conduct fraudulent activity
• Scrape website content through unauthorized automated means
• Create a competing service using ScoreLoop's protected materials

The ScoreLoop name, branding, website, designs, workflows, methodologies, text, graphics, templates, software, and related materials are owned by Zedi International LLC or its licensors.

No intellectual-property rights are transferred except for the limited rights expressly granted in these Terms or a signed agreement.

The Customer retains ownership of materials it lawfully provides.

If you voluntarily provide suggestions or feedback, you grant Zedi International LLC the right to use that feedback without restriction or payment.

ScoreLoop will not identify the Customer or disclose confidential Customer information in connection with the feedback without permission.

ScoreLoop's handling of personal information is described in its Privacy Policy.

Additional data-protection terms may be included in a signed agreement when ScoreLoop processes personal information contained in Client Records.

ScoreLoop may rely on third-party providers for:

• Hosting
• File storage
• File transfer
• Analytics
• Payments
• Scheduling
• Communications
• Security
• Document processing
• AI processing

ScoreLoop is not responsible for interruptions or failures caused by third-party systems outside its reasonable control.

Third-party websites linked from ScoreLoop are governed by their own terms and policies.

ScoreLoop may modify, suspend, or discontinue portions of its public website or general service offerings.

ScoreLoop will use reasonable efforts to avoid materially disrupting an active paid engagement.

Changes to an active engagement will be handled through the applicable agreement or written change process.

These Terms apply while you access the website or use ScoreLoop services.

Either party may terminate an engagement as allowed by the applicable agreement.

ScoreLoop may suspend or terminate services when the Customer:

• Materially breaches an agreement
• Fails to pay an undisputed amount
• Uses the services unlawfully
• Creates a security or legal risk
• Provides records without appropriate authority

After termination:

• The Customer must pay undisputed fees for completed work
• Each party must comply with applicable confidentiality obligations
• Client Records will be returned or deleted according to the applicable agreement
• Provisions intended to survive will remain in effect

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

SCORELOOP DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

SCORELOOP DOES NOT WARRANT THAT:

• THE WEBSITE WILL ALWAYS BE AVAILABLE
• THE SERVICES WILL BE ERROR-FREE
• EVERY ANALYSIS WILL BE COMPLETE
• EVERY DELIVERABLE WILL BE ACCURATE
• EVERY EXCEPTION WILL BE IDENTIFIED
• THE WEBSITE OR SERVICES WILL BE COMPLETELY SECURE

Nothing in these Terms excludes a right or warranty that cannot legally be excluded.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEDI INTERNATIONAL LLC AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR:

• INDIRECT DAMAGES
• INCIDENTAL DAMAGES
• SPECIAL DAMAGES
• EXEMPLARY DAMAGES
• PUNITIVE DAMAGES
• CONSEQUENTIAL DAMAGES
• LOST PROFITS
• LOST REVENUE
• LOST BUSINESS OPPORTUNITIES
• LOST GOODWILL
• LOSS OF DATA

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEDI INTERNATIONAL LLC'S TOTAL AGGREGATE LIABILITY ARISING FROM AN ENGAGEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER TO SCORELOOP UNDER THE APPLICABLE ENGAGEMENT DURING THE SIX MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

These limitations do not apply where prohibited by law or to liability that cannot legally be limited.

The Customer will defend, indemnify, and hold harmless Zedi International LLC and its owners, officers, employees, and contractors from third-party claims arising from:

• Client Records the Customer was not authorized to provide
• The Customer's unlawful use of the services
• The Customer's violation of intellectual-property, privacy, or confidentiality rights
• Material misrepresentations made by the Customer
• The Customer's use of deliverables in violation of applicable law

ScoreLoop will provide reasonable notice and cooperation.

The Customer may not enter a settlement that admits wrongdoing by ScoreLoop or imposes an obligation on ScoreLoop without ScoreLoop's written approval.

These Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law principles.

A legal proceeding arising from these Terms or the services must be brought in the state or federal courts located in Cherokee County, Georgia.

Each party consents to the jurisdiction and venue of those courts.

This section does not prevent a party from seeking temporary or emergency injunctive relief where legally appropriate.

ScoreLoop may update these Terms periodically.

Updated Terms will be posted with a revised "Last updated" date.

Changes apply prospectively.

A website update will not override a signed agreement governing an active engagement unless the parties agree in writing.

These Terms and incorporated written agreements constitute the agreement between the parties regarding their subject matter.

If a provision is unenforceable, the remaining provisions remain in effect.

Failure to enforce a provision is not a waiver.

The Customer may not assign an active engagement without ScoreLoop's written consent.

ScoreLoop may assign an agreement in connection with a merger, financing, reorganization, or sale of relevant business assets.

Neither party is responsible for delays caused by circumstances outside its reasonable control.

Headings are for convenience and do not affect interpretation.

Zedi International LLC
Doing business as ScoreLoop

Business address:
[ZEDI INTERNATIONAL LLC BUSINESS ADDRESS]

Email:
hello@scoreloop.ai

Website:
www.scoreloop.ai