Terms of Service — Scoperly

1. Introduction and Acceptance of Terms

Welcome to Scoperly. These Terms of Service ("Terms") constitute a legally binding agreement between you and Scoperly LLC ("Scoperly," "we," "us," or "our"), a company registered in the Republic of Armenia, governing your access to and use of the Scoperly platform, including our website at scoperly.com and all related applications, services, and tools (collectively, the "Platform").

By creating an account, accessing, or using the Platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, our Refund Policy, and any additional terms and policies referenced herein. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, you must not access or use the Platform.

2. Definitions

Throughout these Terms, the following definitions apply:

"Platform" — the Scoperly website, web applications (buyer portal, supplier portal, admin panel), APIs, and all related services.
"User" — any individual or legal entity that accesses or uses the Platform, including Buyers, Suppliers, and visitors.
"Buyer" — a registered business entity that uses the Platform to browse supplier catalogs and place wholesale orders.
"Supplier" — a registered business entity that uses the Platform to list products, manage a digital storefront, and fulfill wholesale orders.
"Tenant" — a business organization registered on the Platform, which may contain multiple User accounts with different roles.
"Subscription" — a paid plan that grants a Tenant access to specific Platform features, billed on a monthly or annual basis.
"Content" — any text, images, data, product listings, reviews, or other materials uploaded to or generated through the Platform.
"KYB" — Know Your Business verification, the process by which Scoperly verifies the legitimacy and legal standing of registered business entities.

3. Eligibility

The Platform is intended exclusively for business-to-business (B2B) use. By using the Platform, you represent and warrant that:

You are at least 18 years of age.
You are acting on behalf of a duly registered and legally operating business entity.
You have the legal authority to bind your organization to these Terms.
Your use of the Platform does not violate any applicable laws or regulations in your jurisdiction.
You are not located in a country subject to comprehensive international sanctions that would prohibit your use of the Platform.

The Platform is not intended for consumer (B2C) purchases. Individual consumers should not register for or use the Platform.

4. Description of Service

Scoperly is a software-as-a-service (SaaS) platform that provides digital tools for B2B wholesale procurement and supply chain management. The Platform enables Suppliers to create digital storefronts and manage product catalogs, and enables Buyers to discover suppliers, browse products, and place orders — all within a single unified system.

Key features include:

For Buyers: Supplier discovery, product catalog browsing, price comparison, cart management, order placement, invoice viewing, payment tracking, credit management, dispute filing, and review submission.
For Suppliers: Digital storefront creation, product catalog management, pricing and promotions, order processing, invoicing, settlement management, delivery zone configuration, team management, and Connect API for integrations.
For both: Account management, team collaboration with role-based access, notification center, and customer support.

5. Platform Role and Disclaimer

Scoperly provides SaaS tools that facilitate B2B transactions between Buyers and Suppliers. Scoperly is not a party to any purchase or sale transaction between Buyers and Suppliers.

The contractual relationship for the sale and purchase of goods exists directly between the Buyer and the Supplier. Scoperly does not:

Own, manufacture, store, inspect, or ship any products listed on the Platform.
Guarantee the quality, safety, legality, or accuracy of product listings.
Guarantee that Suppliers will fulfill orders or that Buyers will complete payments.
Act as an agent, representative, or insurer of either party.
Assume responsibility for disputes arising from transactions between Users.

While Scoperly provides dispute resolution tools as a courtesy, the outcome of any dispute is not guaranteed and does not constitute a legal determination. Users retain the right to pursue independent legal remedies at any time.

6. User Accounts and Registration

6.1 Account Creation. To access most features of the Platform, you must register for an account by providing accurate, current, and complete information about yourself and your business. You agree to update this information promptly if it changes.

6.2 KYB Verification. Suppliers are required to complete KYB verification before their storefront becomes publicly accessible. KYB may require submission of business registration documents, tax certificates, and other materials as determined by local regulatory requirements. Scoperly reserves the right to reject or revoke verification at its discretion.

6.3 Account Security. You are responsible for safeguarding your account credentials, including passwords and any API keys issued through the Connect API. You must immediately notify Scoperly of any unauthorized use of your account. Scoperly is not liable for losses arising from unauthorized access to your account where such access resulted from your failure to protect your credentials.

6.4 Team Accounts. Tenant Owners may invite additional users (Managers, Staff) to their organization. The Tenant Owner is responsible for the actions of all users within their Tenant and for ensuring that appropriate roles and permissions are assigned.

6.5 Account Suspension and Termination. Scoperly reserves the right to suspend or terminate any account that violates these Terms, fails KYB verification, engages in fraudulent activity, or remains inactive for an extended period. We will provide reasonable notice where practicable, except in cases of fraud or serious misconduct.

7. Subscriptions, Billing, and Payments

7.1 Subscription Plans. Access to the Platform is provided through tiered subscription plans. Each plan offers different features and usage limits. Current plan details, pricing, and feature comparisons are available on our pricing page. Scoperly reserves the right to modify plan offerings and pricing with at least 30 days prior written notice to affected subscribers.

7.2 Paddle as Merchant of Record. Our order process is conducted by our online reseller Paddle.com (Paddle, a company incorporated in England and Wales). Paddle.com is the Merchant of Record for all our subscription orders. Paddle provides all customer service inquiries related to billing and handles returns. By subscribing to a paid plan, you also agree to Paddle's Checkout Buyer Terms. Paddle processes your payment, issues invoices and receipts, and determines, collects, and remits applicable sales tax, VAT, and GST. Charges may appear on your bank or credit card statement as "PADDLE.NET" or "PADDLE.COM."

7.3 Subscription Auto-Renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual) at the then-current rate. By subscribing, you expressly consent to recurring charges at the applicable interval until you cancel. You will receive a reminder notification before each renewal.

7.4 Cancellation. You may cancel your subscription at any time through: (a) the account settings within the Platform; (b) the Paddle customer portal link provided in your receipt or invoice email; or (c) by contacting our support team at support@scoperly.com. Cancellation takes effect at the end of the current billing period. You will retain access to paid features until the end of the period you have already paid for. No prorated refunds are issued for unused portions of a billing period. See our Refund Policy for details on eligibility for refunds.

7.5 Settlements. Supplier earnings from completed orders are aggregated and settled on a weekly basis. Settlement details, including gross amounts and net payouts, are available in the Supplier portal.

7.6 Promotional Access. Scoperly may issue promotional keys granting temporary free or discounted access to the Platform. Promotional access is subject to the specific terms communicated at the time of issuance and may be revoked at Scoperly's discretion. Upon expiration of promotional access, you will be required to subscribe to a paid plan to continue using premium features.

7.8 Taxes. Subscription prices displayed on the Platform are exclusive of taxes unless otherwise stated. Paddle, as Merchant of Record, automatically calculates and collects applicable sales tax, VAT, or GST on subscription payments based on your location. The final amount including tax is displayed at checkout before you confirm payment. For B2B transactions between Buyers and Suppliers on the Platform, each party is responsible for its own tax obligations in its respective jurisdiction.

8. Marketplace Transactions

8.1 Order Placement. Buyers place orders through the Platform by adding products to their cart and completing checkout. An order constitutes an offer to purchase goods from the Supplier at the listed price, subject to the Supplier's acceptance.

8.2 Order Acceptance and Fulfillment. Suppliers may accept or reject orders at their discretion. Acceptance of an order creates a binding agreement between the Buyer and Supplier. Suppliers are responsible for fulfilling accepted orders in accordance with the delivery terms displayed on the Platform.

8.3 Pricing. Product prices are set exclusively by Suppliers and may vary based on price lists, volume tiers, and buyer-specific agreements. Scoperly does not set, approve, or guarantee any prices displayed on the Platform.

8.4 Payment Between Parties. Payment for marketplace orders is arranged directly between the Buyer and Supplier (e.g., bank transfer, credit terms). Scoperly facilitates invoicing and payment tracking tools but does not process or guarantee payments between Buyers and Suppliers. The only payments processed through Paddle are subscription fees to Scoperly (as described in Section 7).

8.5 Credit Terms. Suppliers may extend credit terms (NET-15, NET-30, NET-60) to Buyers at their discretion. Credit arrangements are solely between the Buyer and Supplier. Scoperly provides tracking and management tools but assumes no liability for unpaid credit obligations.

8.6 Disputes. Users may file disputes through the Platform regarding delivered orders (e.g., missing items, damaged goods, incorrect products). Scoperly provides dispute resolution tools and may, at its discretion, facilitate mediation. However, Scoperly is not obligated to resolve disputes and its decisions are non-binding unless otherwise required by applicable law.

9. Supplier Obligations

In addition to the general obligations set out in these Terms, Suppliers agree to:

Provide accurate and up-to-date product information, including descriptions, prices, stock levels, and images.
Fulfill accepted orders promptly and in accordance with the delivery terms communicated to the Buyer.
Comply with all applicable laws regarding the sale and distribution of goods in their jurisdiction, including but not limited to product safety, labeling, and licensing requirements.
Not list prohibited, counterfeit, stolen, recalled, or otherwise unlawful products.
Maintain a valid bank account for settlement payments.
Respond to Buyer disputes within the timeframes specified by the Platform (48 hours for initial response).

10. Buyer Obligations

In addition to the general obligations set out in these Terms, Buyers agree to:

Provide accurate delivery information and ensure availability to receive deliveries at the specified address.
Pay for accepted orders in accordance with the agreed payment terms and methods.
Inspect delivered goods promptly and report any issues through the Platform's dispute system within the specified timeframe.
Not misuse the dispute system by filing false or frivolous claims.
Honor credit terms extended by Suppliers and settle outstanding balances on time.

11. Prohibited Conduct

You agree not to engage in any of the following activities:

Using the Platform for any unlawful purpose or in violation of any applicable law.
Submitting false, misleading, or fraudulent information, including in product listings, KYB documents, reviews, or account details.
Interfering with, disrupting, or attempting to compromise the security or integrity of the Platform or its infrastructure.
Attempting to gain unauthorized access to other Users' accounts, data, or systems.
Using automated tools, scripts, bots, scrapers, or crawlers to access, extract, or index Platform data without prior written authorization.
Circumventing Platform features, including but not limited to rate limits, spending limits, stock reservations, or access controls.
Listing or selling counterfeit, stolen, prohibited, or restricted goods.
Manipulating reviews, ratings, or search rankings through artificial means.
Circumventing Platform protections (after having initiated the relationship through the Platform), including but not limited to dispute, settlement, or credit-tracking flows.
Harassing, threatening, or abusing other Users.
Reselling, sublicensing, or otherwise providing access to your account to unauthorized third parties.

12. Intellectual Property

12.1 Scoperly's IP. The Platform, including its software, design, trademarks, logos, documentation, and all related intellectual property, is owned by Scoperly or its licensors and is protected by applicable intellectual property laws. These Terms do not grant you any ownership rights in the Platform.

12.2 User Content. You retain ownership of Content you upload to the Platform (product images, descriptions, reviews, etc.). By uploading Content, you grant Scoperly a non-exclusive, worldwide, royalty-free license to use, display, reproduce, and distribute such Content solely for the purpose of operating, promoting, and improving the Platform. This license terminates when you remove the Content or close your account, except where the Content has been shared with or relied upon by other Users (e.g., order history, reviews).

12.3 Data Ownership. Your business data (orders, financial records, customer lists, transaction history) remains your property. You may export your data at any time using the Platform's export tools. Upon account termination, Scoperly will make your data available for export for a period of 30 days before permanent deletion, subject to legal retention requirements.

12.4 Feedback. If you provide feedback, suggestions, or ideas regarding the Platform, you grant Scoperly the right to use such feedback without restriction or compensation.

13. License to Use the Platform

Subject to your compliance with these Terms and payment of applicable fees, Scoperly grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes. You may not: (a) copy, modify, or create derivative works of the Platform; (b) reverse engineer, decompile, or disassemble any part of the Platform; (c) sell, sublicense, rent, lease, or otherwise transfer your access; (d) remove or alter any proprietary notices or labels.

14. Privacy and Data Protection

Your use of the Platform is also governed by our Privacy Policy, which describes how we collect, use, store, and protect your information.

For Users in the European Economic Area (EEA), we process personal data in accordance with the General Data Protection Regulation (GDPR). A Data Processing Agreement (DPA) is available upon request for business customers who require one. To request a DPA, contact us at privacy@scoperly.com.

By using the Platform, you acknowledge that certain business information (such as your company name, storefront details, and product listings) may be visible to other Users as part of the Platform's core functionality.

15. Service Availability and Support

Scoperly strives to maintain high availability of the Platform but does not guarantee uninterrupted or error-free access. We may temporarily suspend access for maintenance, upgrades, or security reasons with reasonable advance notice where practicable.

Customer support is available via email at support@scoperly.com. Response times may vary based on the nature and priority of the inquiry.

16. Warranty Disclaimer

The Platform is provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Without limiting the foregoing, Scoperly does not warrant that: (a) the Platform will meet your specific business requirements; (b) the Platform will be uninterrupted, timely, secure, or error-free; (c) any results obtained from use of the Platform will be accurate or reliable; (d) any defects in the Platform will be corrected.

17. Limitation of Liability

17.1 To the maximum extent permitted by applicable law, Scoperly and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, business opportunities, or goodwill, whether incurred directly or indirectly, regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise), even if Scoperly has been advised of the possibility of such damages.

17.2 Scoperly's total aggregate liability for all claims arising out of or relating to these Terms or your use of the Platform shall not exceed the total amount of fees paid by you to Scoperly in the twelve (12) months immediately preceding the event giving rise to the claim. For Users on free or promotional plans, this liability shall not exceed one hundred United States dollars (USD $100).

17.3 Nothing in these Terms shall exclude or limit liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited under applicable law.

18. Indemnification

You agree to indemnify, defend, and hold harmless Scoperly and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms; (b) your use of the Platform; (c) Content you upload or submit; (d) products you list, sell, or purchase through the Platform; (e) your violation of any applicable law or the rights of any third party; (f) disputes between you and other Users.

19. Termination

19.1 By You. You may terminate your account at any time by canceling your Subscription (if applicable) and requesting account deletion through the Platform settings or by contacting support. Upon termination, you remain responsible for any outstanding obligations, including unpaid invoices and settlement amounts.

19.2 By Scoperly. Scoperly may suspend or terminate your account for cause, including but not limited to: violation of these Terms, fraudulent activity, failure to pass KYB verification, non-payment, or extended inactivity. We will provide reasonable notice where practicable.

19.3 Effect of Termination. Upon termination: (a) your license to use the Platform is immediately revoked; (b) you must cease all use of the Platform; (c) Scoperly will make your data available for export for 30 days following termination; (d) after the export period, your data will be deleted except where retention is required by law (financial records may be retained for up to 7 years per applicable tax legislation).

19.4 Survival. Sections relating to Intellectual Property, Limitation of Liability, Indemnification, Governing Law, and any other provisions that by their nature should survive termination shall remain in effect after termination.

20. Governing Law and Dispute Resolution

20.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the Republic of Armenia, without regard to its conflict of law principles.

20.2 Dispute Resolution. In the event of any dispute arising out of or relating to these Terms, the parties shall first attempt to resolve the matter through good faith negotiation for a period of thirty (30) days. If negotiation is unsuccessful, the dispute shall be submitted to mediation before a mutually agreed mediator. If mediation fails, the dispute shall be resolved by the competent courts of Yerevan, Republic of Armenia.

20.3 EU Users. If you are a User established in the European Union, nothing in these Terms shall deprive you of the protection afforded by mandatory provisions of the law of your country of establishment that cannot be derogated from by agreement.

21. Force Majeure

Scoperly shall not be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond its reasonable control, including but not limited to: natural disasters, pandemics, wars, acts of terrorism, government sanctions or embargoes, internet or telecommunications outages, third-party service failures (including cloud hosting, payment processors, or email providers), cyberattacks, or changes in applicable law or regulation.

22. Changes to These Terms

Scoperly reserves the right to modify these Terms at any time. We will notify registered Users of material changes via email and/or prominent notice within the Platform at least fourteen (14) days before the changes take effect. The updated Terms will be posted on this page with a revised "Last updated" date. Your continued use of the Platform after the effective date constitutes your acceptance of the modified Terms. If you do not agree with the modified Terms, you must stop using the Platform and terminate your account.

23. Complaint Policy

If you have a complaint about the Platform or our services, please contact us at support@scoperly.com. We aim to acknowledge all complaints within 2 business days and to resolve them within 10 business days. If we are unable to resolve your complaint within this timeframe, we will inform you of the reason for the delay and provide an estimated resolution date.

For billing-related complaints regarding subscription payments processed by Paddle, you may also contact Paddle directly through the support link provided in your receipt or invoice email.

24. General Provisions

24.1 Entire Agreement. These Terms, together with the Privacy Policy, Refund Policy, and any applicable Subscription terms, constitute the entire agreement between you and Scoperly regarding your use of the Platform and supersede all prior agreements and understandings.

24.2 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

24.3 Waiver. The failure of Scoperly to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

24.4 Assignment. You may not assign or transfer your rights or obligations under these Terms without Scoperly's prior written consent. Scoperly may assign its rights and obligations without restriction.

24.5 Notices. Notices to Users will be sent to the email address associated with the account. Notices to Scoperly should be sent to legal@scoperly.com.

24.6 Language. These Terms are drafted in English. Translations may be provided for convenience, but in case of any conflict between the English version and a translation, the English version shall prevail.

25. Contact Information

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

Scoperly LLC
Yerevan, Republic of Armenia
Email: legal@scoperly.com
Support: support@scoperly.com
Website: scoperly.com