Terms of Service

When we say "{brandName}," "we," "us," and "our" in these terms we mean Scaleframe, Inc. (DBA {brandName}).

When we say "services" in these terms, we mean {brandName}'s services, websites, and other products.

When we say "you" or "your" or "User" we mean you and the company you are acting on behalf of. If you're accessing our services on behalf of a legal entity (like your employer), you agree that you have the authority to bind that entity to these terms, and "you" and "your" will refer to that entity.

If you have a paid plan with {brandName} your subscription will continue for the duration laid out in your contract. Your contract will automatically renew at {brandName}'s most-up-to-date-rates when your subscription ends. If you'd like to opt-out of auto-renewal services you can do so by canceling your {brandName} subscription. You can cancel your subscription by emailing support@{brandDomain} or in your {brandName}account.

1. Acceptance of Terms

By accessing or using the Services, you expressly agree to all the terms and conditions set forth in this Agreement. If you do not agree to these terms, you may not use the Services.

2. Description of Services

{brandName} provides advanced tools for sales automation, leveraging AI. The Services include, but are not limited to, sales prospecting, enrichment, and outreach. In {brandName} you can automate the sourcing of sales leads, drafting of outreach content, and more.

We're actively developing new features and products to improve{brandName}. As part of these efforts, we may add or remove features, start offering new services, or stop offering some services entirely (or just in some places or for some users) if they no longer make sense from a business perspective or create risk for {brandName}, our users, or other third parties.

While we try to avoid disruptions, we cannot guarantee that there will not be an outage or change to the services, and your content may not be retrievable due to such outages or changes. We are not liable for any such outages or service changes.

3. Account Management

To access certain features of the Services, you must register for an account. You agree to provide accurate and complete information during the registration process and to update such information to keep it accurate and current.

To access and use {brandName}, you are required to pay a subscription fee and any other associated fees that correspond to the features you have access to and the usage of the Services. You agree to pay these fees in full and on-time. You will also leave a credit card on file for{brandName} to charge. You agree to immediately notify {brandName} of any change in your billing address or the credit card.

{brandName} reserves the right at any time to change its prices, charge for previously free Services and change its billing methods on a going forward basis, either immediately upon posting on the website or by e-mail delivery to you. Except as set forth in the Agreement, all fees are non-refundable.

All {brandName} accounts are on a subscription basis, with additional usage fees if certain thresholds are reached; the Subscription will renew unless canceled before the Renewal Commencement Date, and any additional usage fees will be billed as they are incurred. Subscription renewals and other charges will happen with {brandName}'s most up-to-date pricing unless otherwise stated in your contract.

4. Your Responsibilities

You are solely responsible for maintaining the confidentiality of your account information, including username and password, and for all activities that occur under your account. You agree to notify Scaleframe, Inc. immediately of any unauthorized use of your account or any other breach of security.

You must always provide accurate information to {brandName} and maintain the accuracy of the information associated with your account. We may assume that any communications we've received from your account or the associated contact information have been made by you, and that any purchases made using your account were made by you.

If you get locked out of your account, we'll need to contact you at the email associated with your account. If your account is compromised or you no longer have access to your email account, we may not be able to restore your access to your account or the servers you've created.

You agree not to license, sell, or transfer your account without our prior written approval.

You acknowledge and agree that your use of the Services, including but not limited to features for sales prospecting, data enrichment, outreach automation, and AI content generation, must comply with all applicable local, state, national, and international laws, rules, regulations, and ordinances ("Applicable Laws"). This includes but is not limited to laws and regulations relating to:

• Data Privacy and Protection: Such as the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), and other relevant data privacy laws governing the collection, processing, storage, and transfer of personal data.
• Anti-Spam and Electronic Communications: Such as the CAN-SPAM Act, Canada's Anti-Spam Legislation (CASL), and any other laws governing unsolicited commercial electronic messages, telemarketing, and automated dialing.
• Intellectual Property: Respecting copyrights, trademarks, and trade secrets.
• Consumer Protection: Including laws related to deceptive trade practices or unfair competition.

You are solely and exclusively responsible for ensuring that your use of the Services, including any data you input, process, or target, and any communications you send using the Services, fully complies with all Applicable Laws. {brandName} provides tools, but you control their application and bear ultimate responsibility for lawful usage. This responsibility includes, but is not limited to:

• Obtaining necessary consents or establishing lawful bases for processing personal data and sending communications.
• Honoring opt-out requests.
• Ensuring the accuracy and legality of any data sourced or used via the Services.
• Verifying that AI-generated content complies with Applicable Laws and ethical standards before use or distribution.

{brandName} provides the Services "AS IS" and makes no representations or warranties regarding the legality of your use of the Services in any particular jurisdiction. {brandName} expressly disclaims any and all liability and responsibility for your compliance or non-compliance with Applicable Laws. You agree that under no circumstances will {brandName} be liable for any fines, penalties, damages, losses, or claims arising from or related to failure to comply with Applicable Laws while using the Services.

Using the Services constitutes your explicit acknowledgement and acceptance of this sole responsibility. {brandName} is not obligated to monitor your compliance but reserves the right to suspend or terminate your access to the Services for any suspected violation of this section or Applicable Laws, without limiting other remedies.

5. User Content

When we say "your content" in these terms, we mean the content or data you manually upload to our services ("User Content"). You retain ownership of your User Content. By submitting User Content, you grant Scaleframe, Inc. a worldwide, non-exclusive (which means you can still license your content to others), royalty-free (which means there is no cost), transferable and perpetual license to use, reproduce, modify, adapt, publish, translate, distribute, and display such content for the purpose of providing and improving the Services.

{brandName} has no obligation to pre-screen content, although we reserve the right to pre-screen, refuse or remove any content. By using{brandName} you consent to {brandName} monitoring the content you upload. If{brandName} decides to remove the data you've uploaded, we will notify you in writing.

You don't have any obligation to add content to {brandName}. If you choose to add or upload content to {brandName} products, you are responsible for ensuring that you have the right to do so, and that your content is lawful. We take no responsibility for any of your content, and we are not responsible for others' use of your content.

{brandName} is not responsible or liable for the deletion or accuracy of any content, including the content that you upload. This includes storage, transmission and receiving. {brandName} has the right to create reasonable limits on {brandName}'s use and storage of content, including reasonable limits on file size, storage space, or processing capacity.{brandName} will notify users in writing if they make any material changes that could potentially deny your access to your content.

6. Intellectual Property

Our services includes content that belongs to us, such as our product, our website, and content written by us. You may use this content as permitted by these terms, but we retain all intellectual property rights in our content. We welcome feedback on our services. By sending us feedback, you grant us a non-exclusive, perpetual, irrevocable, transferable license to use the feedback and ideas generated from the feedback without any restrictions, attribution, or compensation to you.

7. Third Party Services

{brandName} may allow you to access apps or other products, features, or services developed by third parties ("third-party services"). It's your choice whether to use these third-party services and whether to participate in the tools that incorporate them. You should review any terms and policies provided by the third parties before doing so as they govern your use of their services.

While these third parties do need to follow all policies that apply to them (which may include these Terms), {brandName} is not responsible for any third-party services.

8. Artificial Intelligence

As part of our services, {brandName} provides features that allow the generation and distribution of content using artificial intelligence (AI). This content can include, but is not limited to, sales outreach materials, sales enrichment information, prospecting data, and other content. While we strive to ensure the quality and accuracy of the content generated through our AI services, you acknowledge and agree that the nature of AI-generated content is inherently unpredictable and comes with certain risks.

You understand that the AI-generated content may not always be accurate, appropriate, or relevant to your specific circumstances or the intended purpose. Additionally, the content generated by AI may inadvertently infringe on existing copyrights, or contain errors or misrepresentations that could potentially affect your business or reputation.

By using our services, you agree to absolve {brandName}, its affiliates, suppliers, and all associated personnel, from any and all liability related to or arising from the use of AI-generated content. This includes, but is not limited to, any direct, indirect, incidental, or consequential damages that may affect your business, customer relationships, legal standing, or reputation.

It is your responsibility to ensure that the content meets your requirements and complies with all applicable laws and regulations.

In using our services, you acknowledge that you are using AI-generated content at your own risk and discretion, and that you are solely responsible for any consequences that arise from its use. If you have any concerns about the content generated by our AI, or if you encounter any issues, please contact us at support@{brandDomain} so that we may address them promptly.

9. Termination

You're free to stop using {brandName} at any time for any reason. Either party may terminate this Agreement for cause with written notice. Upon termination, your access to the Services will be disabled. Sections 5 (User Content), 6 (Intellectual Property), 8 (Artificial Intelligence), 10 (Modification of Terms), 11 (Privacy Policy), 12 (Data Retention), 13 (Disputes), 15 (Release), and 17 (Force Majeure) will survive termination.

Any unpaid bills or balances will still remain due beyond the termination of this Agreement, and you will still be liable to pay them in full on time, unless otherwise agreed in writing by Scaleframe, Inc.

10. Modification of Terms

Scaleframe, Inc. reserves the right to modify these terms at any time. You will be notified of major changes, and your continued use of the Services after such modifications constitutes acceptance of the revised terms.Scaleframe, Inc. reserves the right to modify these terms at any time. You will be notified of major changes, and your continued use of the Services after such modifications constitutes acceptance of the revised terms.

11. Privacy Policy

Scaleframe, Inc.' Privacy Policy governs the collection, use, and disclosure of your personal information. By using the Services, you consent to the practices outlined in the Privacy Policy.

12. Data Retention

Scaleframe, Inc. retains user data as described in and in accordance with our Privacy Policy.

13. Disputes

Services "AS IS"

We work hard to offer great services, but there are certain aspects that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, PLAYMAKER, ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

THE LAWS OF CERTAIN JURISDICTIONS OR STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE UNDER THOSE LAWS.

Limitation of liability

WE DON'T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO. IN COUNTRIES WHERE THE BELOW TYPES OF EXCLUSIONS AREN'T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR MATERIAL BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN'T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

THE INFORMATION PRESENTED ON OR THROUGH THE SERVICES IS MADE AVAILABLE SOLELY FOR INFORMATIONAL PURPOSES. WE DO NOT CONFIRM THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE INFORMATION. ANY RELIANCE YOU PLACE ON SUCH INFORMATION IS SOLELY AT YOUR OWN RISK.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, NEITHER PLAYMAKER, ITS AFFILIATES, NOR OUR SUPPLIERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PLAYMAKER OR ITS SUPPLIERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY PROVIDED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

BESIDES THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), PLAYMAKER LIMITS OUR LIABILITY TO YOU TO THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID US IN THE THREE MONTHS BEFORE YOU FIRST ASSERT A CLAIM OR (B) $50 USD (OR THE EQUIVALENT IN YOUR LOCAL CURRENCY).

PLAYMAKER ISN'T LIABLE FOR THE CONDUCT OR CONTENT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF OUR SERVICES.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PLAYMAKER AND YOU. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

Severability

If any of the terms of this Agreement, or the application thereof to any person, place, or circumstance, is held to be invalid, unenforceable or void, the remainder of these Terms and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

Furthermore, the parties agree to replace such invalid, unenforceable, or void provision with a valid and enforceable provision that will achieve, to the extent possible, the economic, business, and other purposes of the invalid, unenforceable, or void provision.

Settling disputes between you and {brandName}

Informal resolution. Most disputes can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration.

This requires sending {brandName} a written description of the dispute (including your name, what you're complaining about, and how you'd like to resolve it) along with the email address or phone number associated with your {brandName} account to support@{brandDomain}. If the dispute is not resolved within sixty (60) days after receipt of the written notice, you and {brandName} agree to resolve any remaining dispute through the further dispute resolution provisions below. You must engage in this informal resolution process before starting any formal dispute resolution.

Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled while the parties attempt informal resolution.

If you reside in the European Union, you may also be entitled to submit your complaint to the European Commission's Online Dispute Resolution (ODR) Platform. ODR allows EU consumers to resolve disputes related to the online purchases of goods and services without going to court.

Governing law and jurisdiction. The Federal Arbitration Act, federal arbitration law, and New York law will apply to these terms and any disputes related to these terms or our services, regardless of conflict of laws rules.

Any of these disputes that are not subject to arbitration will be resolved exclusively in the state or federal courts in New York, New York and you and {brandName} both consent to venue and personal jurisdiction in these courts.If you are a consumer residing in the European Union, this clause and these terms in general do not affect any mandatory consumer rights you may have under your local law, and all disputes arising in connection with the services and/or these terms shall be submitted to to a court closer to your domicile if in an EU Member State.

Agreement to arbitrate

IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS. PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT:

You and {brandName} agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. Except for the circumstances described below, and only after the parties have engaged in a good-faith, but unsuccessful, effort to resolve the dispute in accordance with the "informal resolution" process (above), you and {brandName} agree to resolve any dispute, disagreement, or claim relating to these terms or our services through final and binding arbitration in the U.S. county where you reside. This includes claims that arose, were asserted, or involve facts occurring before the existence of this arbitration agreement or any prior agreement as well as claims that may arise after the termination of this arbitration agreement, in accordance with the notice and opt-out provisions set forth in section.

Arbitration rules

The arbitration will be conducted by a single arbitrator, governed by these terms and the American Arbitration Association Rules, excluding any rules or procedures governing or permitting class or representative actions (the "AAA Rules"), available at www.adr.org.

These terms will govern if there's a conflict between these terms and the AAA Rules. To begin the arbitration proceeding, either party must submit a written Demand for Arbitration (available at www.adr.org) with the AAA and provide a copy to the other party as specified in the AAA Rules. To provide notice to {brandName}, please send an email with the subject line "Arbitration Demand" to support@{brandDomain}.

If the amount in controversy does not exceed $11,000, and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and {brandName} submit to the arbitrator, unless the arbitrator determines that a hearing is necessary.

If the amount in controversy exceeds $11,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which may be in-person, videoconference, or telephone conference.

Arbitration costs

AAA sets forth fees for its services, which are available at www.adr.org/sites/default/files/Consumer-Fee_Schedule.pdf. If {brandName} is the party initiating an arbitration against you,{brandName} will pay all costs associated with the arbitration, including the entire filing fee.

If you initiate an arbitration against {brandName}, you will be responsible for the first $100 toward the nonrefundable Initial Filing Fee, unless the arbitrator determines that you are unable to pay, in which case{brandName} will pay the entire filing fee.

For cases seeking less than $75K, {brandName} will pay the remainder of the Initial Filing Fee and both parties will split the costs associated with arbitration.

The parties may be entitled to recover attorneys' fees and costs in arbitration to the same extent as they would in court. If the arbitrator determines that either party's claim or defense is frivolous, the other party may recover attorneys' fees and costs.

Exceptions to arbitration

Either party may seek emergency equitable relief before a state or federal court to maintain the status quo pending arbitration. A request for interim measures will not be deemed a waiver of the right to arbitrate. The following claims do not have to be arbitrated: (1) disputes related to intellectual property rights, including copyrights, trademarks, moral rights, and trade secrets; (2) claims related to unauthorized use, piracy, or theft; (3) claims for injunctive relief; and (4) individual claims brought in small claims court.

Opt-out

You may opt out of this arbitration agreement within thirty (30) days of first accepting these terms by emailing support@{brandDomain} with the subject line "Arbitration Opt-Out" and including your name and the email address associated with your {brandName} account. If you opt out, neither you nor {brandName} will be bound by the arbitration provisions in this section.

No class actions

YOU AND PLAYMAKER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless both you and {brandName} agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of representative or class proceeding.

Jury trial waiver

YOU AND PLAYMAKER WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and {brandName}are instead electing that all claims and disputes shall be resolved by arbitration under this arbitration agreement, except as specified above.

Severability

If any part of this arbitration agreement is found to be unenforceable, the remaining parts will remain in effect, except that if the class action waiver is found unenforceable, the entire arbitration agreement will be unenforceable.

14. Electronic Communications

Communications between you and Scaleframe, Inc. will take place electronically. By using the Services, you expressly consent to receive communications from Scaleframe, Inc. in an electronic form.

15. Indemnity

You hereby release and discharge Scaleframe, Inc., its officers, directors, employees, agents, and successors from any and all claims, demands, losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services.

16. Assignment

This Agreement may not be assigned without the prior written consent of Scaleframe, Inc..

17. Force Majeure

Scaleframe, Inc. shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fires, floods, accidents, network infrastructure failures, or other force majeure events.