Master Services Agreement

This Master Services Agreement governs Customer’s access to and use of the ScrublyIQ Platform. It is accepted at signup, is versioned by its own content, and is incorporated by reference into the login acknowledgment.

1. Definitions

In this Agreement, the following terms have the meanings given below.

  • “Platform” means the ScrublyIQ hosted software service, including its web application, its application programming interfaces, and any supporting tools ScrublyIQ makes available to Customer.
  • “Outputs” means the analyses, extracted figures, metrics, ratios, scores, tiers, classifications, narratives, reports, and exports the Platform generates from Customer Data.
  • “Customer Data” means the documents, files, records, and other data Customer or its Authorized Users submit to the Platform, together with the data derived from them.
  • “Merchant” means the business whose bank statements or other financial records are the subject of an analysis.
  • “Authorized User” means an individual Customer permits to access the Platform under its account, acting within the scope of Customer’s business, and for whose acts and omissions Customer is responsible.
  • “Verified Figure” means a figure the Platform displays with a verified label because it passed the automated verification checks in effect when the figure was produced and was not withheld for manual review. As of the date of this Agreement, those checks reconcile the figure against the totals and balances printed on the source document, withhold the figure if any consistency check fails, and, where more than one extraction method produced a reading of the same figure, withhold it unless the readings agree. ScrublyIQ describes the current checks in the Documentation and may change them. That a figure is a Verified Figure means it survived the checks then in effect; it is not a representation or warranty that the figure is accurate, and §4 governs.
  • “Flagged Figure” means any figure that is not a Verified Figure, including every figure the Platform labels for manual review.
  • “Documentation” means the user guides, help content, in-product explanations, and technical descriptions ScrublyIQ makes available for the Platform, as updated from time to time.

2. License and Restrictions

Subject to Customer’s compliance with this Agreement, ScrublyIQ grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the term for Customer’s internal business purposes. ScrublyIQ reserves all rights not expressly granted in this Agreement.

Restrictions — Customer will not:

  • Use the Platform or Outputs for any FCRA-governed purpose, or for any consumer, personal, family, or household purpose
  • Resell, sublicense, or redistribute Outputs as a standalone product, credit report, scoring product, or database
  • Reverse engineer, decompile, or attempt to derive source code, models, or extraction logic
  • Scrape, bulk-export, or systematically extract data except through documented features
  • Upload documents it lacks the right to upload, or data of any individual without required consent
  • Use the Platform to build or train a competing product
  • Circumvent rate limits, usage caps, or access controls
  • Permit access by any person other than named Authorized Users
  • Use the Platform or Outputs to evaluate any individual’s eligibility for credit, insurance, employment, housing, or any other purpose, including any individual owner, principal, or guarantor of a Merchant; verification results concerning an individual are provided solely to confirm the identity and legitimacy of the Merchant as a business

3. Customer Representations and Warranties

Customer represents and warrants that it:

  • Has all rights, consents, and authorizations necessary to upload each document and to permit ScrublyIQ’s processing of it
  • Is engaged in bona fide commercial financing, brokering, or advisory activity, and uses the Platform only for business-purpose analysis
  • Holds all licenses, registrations, and approvals required for its own business activities in each jurisdiction in which it conducts them, including any commercial-financing broker registration, and that obtaining them is solely Customer’s responsibility
  • Will independently review all Flagged Figures before relying on them
  • Will not represent to any third party that ScrublyIQ has certified, verified, authenticated, or approved any document, figure, merchant, or transaction

Each representation in this section is made when Customer accepts this Agreement and is repeated each time Customer submits a document to the Platform.

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4. Disclaimer of Warranties

THE PLATFORM AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. SCRUBLYIQ EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, SCRUBLYIQ DOES NOT WARRANT THAT: (a) OUTPUTS WILL BE ACCURATE, COMPLETE, OR ERROR-FREE; (b) THE PLATFORM WILL DETECT ALTERED, FABRICATED, SYNTHETIC, OR FRAUDULENT DOCUMENTS; (c) THE PLATFORM WILL IDENTIFY ALL EXISTING FINANCING POSITIONS, OBLIGATIONS, ACCOUNTS, OR RISK FACTORS; (d) THE PLATFORM WILL BE UNINTERRUPTED OR SECURE; OR (e) ANY MERCHANT, DOCUMENT, OR TRANSACTION IS LEGITIMATE, CREDITWORTHY, OR SUITABLE FOR FUNDING; OR (f) ANY BUSINESS-VERIFICATION, SANCTIONS-SCREENING, IDENTITY, TAX-IDENTIFICATION, OR COURT-RECORD CHECK WILL BE COMPLETE, CURRENT, OR SUFFICIENT FOR CUSTOMER'S OWN COMPLIANCE OBLIGATIONS.

ANY DESCRIPTION OF ACCURACY RATES, BANK COVERAGE, OR VALIDATION TESTING DESCRIBES HISTORICAL TESTING RESULTS ONLY AND IS NOT A WARRANTY OF FUTURE PERFORMANCE ON ANY PARTICULAR DOCUMENT.

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5. No Advice; No Decision-Making Role

ScrublyIQ is a software vendor. It is not a lender, financing provider, broker, ISO, funder, underwriter, fiduciary, consumer reporting agency, credit bureau, investment adviser, attorney, or accountant. It does not originate, solicit, arrange, or participate in any financing transaction, and receives no compensation tied to any transaction. Outputs are informational inputs to Customer’s own independent judgment. Outputs are not designed or represented to be suitable for computing or supporting any disclosure required by a commercial financing disclosure law, including any finance charge, annual percentage rate, total repayment amount, or estimated term, and Customer will not use them for that purpose without its own independent verification. Customer is solely responsible for all credit, funding, pricing, disclosure, and compliance decisions, including any disclosures required under applicable state commercial financing laws and including Equal Credit Opportunity Act and Regulation B obligations.

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6. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SCRUBLYIQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST COMMISSIONS, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, FUNDING LOSSES, ADVANCE OR LOAN DEFAULTS, UNCOLLECTED RECEIVABLES, CHARGEBACKS, OR LOSSES ARISING FROM ANY DECISION TO FUND OR DECLINE ANY TRANSACTION, however caused and regardless of the theory of liability, even if advised of the possibility of such damages.

SCRUBLYIQ’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE GREATER OF (a) THE FEES ACTUALLY PAID BY CUSTOMER TO SCRUBLYIQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (b) $2,500.

THESE LIMITATIONS APPLY REGARDLESS OF WHETHER ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REFLECT A DELIBERATE ALLOCATION OF RISK REFLECTED IN THE PRICING OF THE PLATFORM.

THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY ARISING FROM A PARTY'S FRAUD OR WILLFUL MISCONDUCT.

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7. Indemnification

Customer will defend, indemnify, and hold harmless ScrublyIQ, its affiliates, owners, officers, directors, employees, contractors, and agents from any third-party claim, demand, proceeding, loss, damage, liability, fine, penalty, or expense (including reasonable attorneys’ fees and costs) arising from or relating to:

  • (a) Customer’s use of the Platform or Outputs, except to the extent the claim arises from ScrublyIQ’s breach of this Agreement, gross negligence, or willful misconduct
  • (b) Any document or data Customer uploads, including any claim that Customer lacked the right or consent to upload it
  • (c) Customer’s breach of this Agreement or of any representation or warranty
  • (d) Customer’s violation of any law, regulation, licensing requirement, or disclosure obligation
  • (e) Any financing, brokering, advisory, or collection activity by Customer
  • (f) Any decision by Customer or any third party to fund, decline, price, or terminate any transaction
  • (g) any Authorized User’s violation of any third party’s rights, or of the policies of Customer or of that Authorized User’s employer
  • (h) Any claim by a Merchant, funder, employer, or regulator relating to Customer’s conduct

Customer’s obligations under this section are conditioned on ScrublyIQ giving Customer prompt written notice of the claim, except that a delay in notice relieves Customer of its obligations only to the extent Customer is materially prejudiced by the delay. ScrublyIQ may participate in the defense with its own counsel at its own expense. Customer will not enter into any settlement that admits fault on ScrublyIQ’s behalf, imposes any obligation or payment on ScrublyIQ, or fails to release ScrublyIQ unconditionally, without ScrublyIQ’s prior written consent.

8. Data Handling and Retention

Uploaded source documents are deleted on the schedule set out in the Privacy Policy. ScrublyIQ may retain data beyond the schedule described in the Privacy Policy where retention is required by law or legal process or by a preservation obligation, or where ScrublyIQ reasonably determines that retention is necessary to investigate suspected fraud or misuse of the Platform or to establish, exercise, or defend legal claims. Retained data is used only for that purpose. Copies residing in routine backup, disaster-recovery, or archival systems are deleted in the ordinary course of those systems’ cycles.

Derived analytical results, audit logs, and account records are retained as described in the Privacy Policy.

ScrublyIQ acts as a service provider / processor with respect to Customer Data and processes it only to provide the Platform and as permitted by the Privacy Policy and any applicable Data Processing Addendum. ScrublyIQ does not use Customer Data, de-identified or otherwise, to train, fine-tune, or otherwise improve any AI or machine-learning model. ScrublyIQ retains a small, curated historical dataset of documents solely to run internal regression and accuracy tests against its own extraction software. That testing measures whether the software still reads documents correctly; it does not train, fine-tune, or otherwise modify any model.

9. Security

ScrublyIQ maintains a written information security program with administrative, technical, and physical safeguards appropriate to the sensitivity of the data. Customer is responsible for credential security, access provisioning and deprovisioning for its Authorized Users, and prompt notice of any suspected compromise.

Nothing in this section constitutes a guarantee against unauthorized access.

9A. Confidentiality

Each party will use the other’s non-public business, technical, or financial information (“Confidential Information”) only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need it and are bound to protect it. Customer Data is ScrublyIQ’s Confidential Information only for the purpose of §11 and is otherwise governed by §8 and the Privacy Policy. These obligations do not apply to information that is public through no fault of the recipient, already known to it, independently developed, or received from a third party without restriction, and they permit disclosure required by law on reasonable notice where lawful.

10. Suspension and Termination

ScrublyIQ may suspend or terminate access immediately, without liability, for: suspected unauthorized or fraudulent use; non-payment; breach of this Agreement; suspected upload of documents Customer lacks rights to; or where required by law or by a third-party provider. Effect of termination: license ends, data handled per §8, accrued fees remain due.

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11. Governing Law and Dispute Resolution

11.1 Governing Law. This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of §§ 11.2 through 11.5.

11.2 Agreement to Arbitrate. Except as provided in § 11.5, any dispute, claim, or controversy arising out of or relating to this Agreement or the Platform, including its formation, validity, enforceability, or scope, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator. The seat of the arbitration is Passaic County, New Jersey; where the arbitrator permits, hearings may be held by video conference. The arbitrator has exclusive authority to decide any question of arbitrability, including whether a dispute falls within this section. Judgment on the award may be entered in any court of competent jurisdiction.

11.3 Waiver of Court and Jury. BY AGREEING TO ARBITRATE, EACH PARTY GIVES UP THE RIGHT TO HAVE ITS DISPUTES DECIDED BY A JUDGE OR JURY IN A COURT OF LAW. Arbitration is final and binding, and review of the award is limited to the grounds provided in the Federal Arbitration Act.

11.4 Individual Basis. Each party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one party’s claims or preside over any form of class or representative proceeding. If this § 11.4 is found unenforceable as to a particular claim, that claim alone will be severed and proceed in court under § 11.5.

11.5 Exceptions. Either party may (a) bring an individual action in a small-claims court of competent jurisdiction, and (b) seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Customer Data. For any proceeding permitted in court, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Jersey and WAIVE ANY RIGHT TO A JURY TRIAL.

11.6 Fees and Costs. The prevailing party in any arbitration or permitted court proceeding is entitled to recover its reasonable attorneys’ fees and costs.

11.7 Limitations Period. To the extent permitted by law, any claim arising out of or relating to this Agreement or the Platform must be commenced within one (1) year after it accrues, or it is permanently barred.

12. General Provisions

  • Entire Agreement — this Agreement, the Terms of Service, the Privacy Policy, the login acknowledgment, and any order form together are the complete agreement between the parties and supersede all prior proposals, discussions, and understandings. Where they conflict: this Agreement controls on all matters of liability, warranty, indemnification, and dispute resolution; the Privacy Policy controls on all matters of data collection, processing, retention, and deletion; and the Terms of Service control on matters of fees, Scan Credits, refunds, and billing.
  • Severability — if any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if it cannot be, and every remaining provision stays in full force.
  • Survival — §§ 1, 3, 4, 5, 6, 7, 8, 9A, 11, and 12 survive termination or expiration of this Agreement for any reason.
  • Modification — ScrublyIQ may update this Agreement from time to time. Updated terms are presented for acceptance at Customer’s next login and take effect for Customer on acceptance. ScrublyIQ will use reasonable efforts to give at least 30 days’ advance notice by email of any change that materially affects liability, warranty, or dispute resolution, and such a change does not take effect as to Customer until Customer affirmatively accepts it. Customer may decline any update by ceasing use of the Platform, in which case ScrublyIQ will refund the unused portion of any prepaid fees for the current billing period.
  • Assignment — Customer may not assign or transfer this Agreement, in whole or in part, without ScrublyIQ’s prior written consent, and ScrublyIQ may assign it in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
  • No Waiver — a failure or delay in enforcing any provision is not a waiver of that provision or of any other, and a single or partial exercise of any right does not preclude any further exercise of it.
  • Force Majeure — neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor disruption, governmental action, epidemic, power or telecommunications failure, and failures of third-party networks or service providers; payment obligations are not excused.
  • Feedback — if Customer provides suggestions, ideas, or other feedback about the Platform, ScrublyIQ receives a perpetual, irrevocable, royalty-free, worldwide license to use and incorporate it without restriction and without obligation to Customer.
  • Independent Contractors — the parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary, or employment relationship between them.
  • Notices — notices under this Agreement must be in writing and are effective when sent to Customer at the address on file in account settings, or to ScrublyIQ at its published contact address; Customer is responsible for keeping its account address current.
  • Publicity — ScrublyIQ will not publicly identify Customer as a customer, and will not use Customer’s name or marks in any marketing or promotional material, without Customer’s separate written permission.
  • Export and Sanctions Compliance — each party will comply with all applicable export control and economic sanctions laws, and Customer represents that it is not located in, and will not permit access from, any territory subject to comprehensive sanctions.