Terms of Service

Please read these terms and conditions carefully before using Our Service.

Last updated: April 15, 2022

INTERPRETATION AND DEFINITIONS

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

  • Account means a unique account created for You to access our Service or parts of our Service.
  • Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
  • Application refers to the Website.
  • Country refers to: Delaware, United States
  • Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Scaled Sense, Inc., a company incorporated under the laws of Delaware.
  • Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
  • Device means any device that can access the Service such as a computer, a cell phone or a digital tablet.
  • Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
  • Orders means a request by You to purchase Products from Us.
  • Products refers to the products, items, or subscription plans offered for sale on the Service.
  • Promotions refer to contests, sweepstakes or other promotions offered through the Service.
  • Service refers to the Website.
  • Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
  • Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
  • Website refers to Scaled Sense, accessible from scaledsense.com, scaledsense.io, and scaled.ai.
  • You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

ACKNOWLEDGMENT

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

OUR SERVICE.

Our Service.

The Scaled Sense platform is a cloud-based visual work management tool that transforms the way teams work together, with the aim to build a culture of transparency, ownership and accountability, inclusive of any and all functionalities, application programming interface and tools offered as part of monday.com platform, offered online and via a mobile application (the "Service"). Specific Terms may apply to You or to some of the Service, such specific terms are incorporated herein by reference and form an integral part hereof.

Modification or Discontinuation of the Service.

We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Website, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Website and/or via the Service or by sending you an email.

No Contingency on Future Releases and Improvements.

You hereby acknowledge that your purchase of the Service hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of a certain Service beyond its current Subscription Term or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

Ability to Accept Terms.

If you, access and use the Website and/or the Service, you represent and warrant that you are at least 18 years old. The Website and/or Service are only intended for individuals aged eighteen (18) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.

USER ACCOUNTS

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.

You are responsible for safeguarding the password that You use to access the Service and for any activities or actions under Your password, whether Your password is with Our Service or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

TRANSACTIONAL EMAILS

The Company may on occasion send you email notifications related to the Service to the registered email address on the Account. These transactional emails may include notification of subscription changes, changes to our Terms and Conditions, subscription expiration notices and other transactional emails related to the Service. You agree to receive these transactional emails and that these transactional emails are binding as if set forth in these Terms and Conditions.

CONTENT

Your Right to Post Content

Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

The Company is not responsible for the content of the Service's users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

  • Unlawful or promoting unlawful activity.
  • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
  • Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
  • Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
  • Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
  • Impersonating any person or entity including the Company and its employees or representatives.
  • Violating the privacy of any third person.
  • False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

Content Posted by Others

The Company are not responsible for, and do not endorse, Content posted by any other person. Accordingly, we may not be held liable, directly or indirectly, for any loss or damage caused to you in connection with any Content posted by another member.

Content Backups

Although regular backups of Content are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.

You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

COPYRIGHT POLICY

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email (legal@scaledsense.com) and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
  • A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
  • Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
  • Your address, telephone number, and email address.
  • A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
  • A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our copyright agent via email (legal@scaledsense.com). Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

INTELLECTUAL PROPERTY

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

SERVICE SUBSCRIPTION

Your initial purchase of the Service includes a twelve-month subscription for Updates and Support ("Initial Subscription"). At the end of the Initial Subscription, the subscription for Updates and Support will be auto-renewed for successive twelve-month periods (each a "Renewal Subscription" and, together with the Initial Subscription, the "Service Subscription") unless, prior to the renewal date, (I) you cancel your Service Subscription by disabling auto-renewal, (ii) your payment cannot be successfully processed, (iii) your payment is subject to a chargeback or other fraud process, (iv) you request a refund pursuant to Section 7, or (vi) the Company cancels or suspends your Service Subscription.

The Service Subscription is provided at the level purchased and in accordance with the descriptions for the purchased Service Subscription level set forth at https://www.scaledsense.com/plans, which may be amended from time to time in the Companies’s sole discretion. Upgrades from one type of Service Subscription type to another (such as from Essentials to Standard) are permitted. Upgrades take effect immediately and extend the then-current Service Subscription for twelve months from the date of the upgrade. You may upgrade your Service Subscription by paying a prorated amount of the price of the upgraded Service Subscription based upon the remaining number of days of the Service Subscription on the day immediately prior to the Upgrade. Prorated credit is only available for Service Subscriptions under an active Initial or Renewal Subscription, and is not available for canceled or transferred Service Subscriptions.

SUBSCRIPTION TERM, RENEWAL AND FEES PAYMENT

PLACING ORDERS

By placing an Order for Products through the Service, You warrant that You are legally capable of entering into binding contracts.

Your Information

If You wish to place an Order for Products available on the Service, You may be asked to supply certain information relevant to Your Order including, without limitation, Your name, Your email, Your phone number, Your credit card number, the expiration date of Your credit card, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You supply to us is true, correct and complete.

By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of Your Order.

Order Form

Our order form may be completed and placed in various ways, among which, an online form or in-product screens or any other mutually agreed upon offline form delivered by You or any of the other users to the Company, including via mail, email or any other electronic or physical delivery mechanism (the "Order Form"). Such Order Form will list, at the least, the Service ordered, subscription plan, term and the associated fees.

Subscription Term

The Service is provided on a subscription basis for the term specified in your Order Form, in accordance with the respective subscription plan purchased under such Order Form (the "Subscription Term" and the "Subscription Plan", respectively, and collectively the "Subscription").

Subscription Fees

In consideration for the provision of the Service (except for Trial Service), You shall pay the Company the applicable fees per the purchased Subscription, as set forth in the applicable Order Form (the "Subscription Fees"). Unless indicated otherwise, Subscription Fees are stated in US dollars. You hereby authorize us, either directly or through our payment processing service, to charge such Subscription Fees via Your selected payment method, upon due date. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. We reserve the right to change the Subscription Fees at any time, upon notice to You if such change may affect Your existing subscriptions upon renewal. In the event of failure to collect the Fees owed by You, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account, without notice.

Taxes

The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the "Taxes"), except for Taxes imposed on our income. If You are located in a jurisdiction which requires You to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, You shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by You.

Subscription Upgrade

During the Subscription Term, You may upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively, "Subscription Upgrades"). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service and/or the Order Form. Upon a Subscription Upgrade, You will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by You will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by You upon the date on which the Subscription Upgrade was made.

Excessive Usage

We shall have the right, including without limitation where we, at our sole discretion, believe that You and/or any of your Users, have misused the Service or otherwise use the Service in an excessive manner compared to the anticipated standard use (at our sole discretion), to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

Billing

As part of registering, or submitting billing information, to the Service, You agree to provide us with updated, accurate and complete billing information, and You authorize us (either directly or through our affiliates, subsidiaries or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Your payment method or designated banking account, and to make any inquiries that we may consider necessary to validate Your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Your credit card company or banking account (e.g., updated expiry date or card number as may be provided to us by Your credit card company).

Subscription Auto-Renewal

In order to ensure that You will not experience any interruption or loss of services, Your Subscription includes an automatic renewal option by default, according to which, unless You disable the auto-renewal option or cancel Your Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription

Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to You, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either You or Us cancel the Subscription prior to its expiration, we will attempt to automatically charge You the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If You wish to avoid such auto-renewal, You shall cancel Your Subscription (or disable the auto-renewal option), prior to its expiration, at any time through the Account settings or by contacting our our Customer Success team. Except as expressly set forth in these Terms, in case You cancel Your Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but You will not be refunded or credited for any unused period within the Subscription Term.

Discounts and Promotions

Unless expressly stated otherwise in a separate legally binding agreement, if You received a special discount or other promotional offer, You acknowledge that upon renewal of its Subscription, the Company will renew such Subscription, at the full applicable Subscription Fee at the time of renewal.

Credits

Any credits that may accrue to Your Account, for any reason (the "Credits"), will expire and be of no further force and effect, upon the earlier of: (i) the expiration or termination of the applicable Subscription under the Account for which such Credits were given; or (ii) in case such Credits accrued for an Account with a Trial Subscription (as defined below) that was not upgraded to a Subscription Plan, then upon the lapse of 90 days of such Credits' accrual. Unless specifically indicated otherwise, Credits may be used to pay for the Services only and not for any Third Party Service or other payment of whatsoever kind. Whenever fees are due for any Services, accrued Credits will be first reduced against the Subscription Fees and the remainder will be charged from Your respective payment method. Credits shall have no monetary value (except for the purchase of Services under the limited terms specified herein) nor exchange value, and will not be transferable or refundable.

Prices Policy

The Company reserves the right to revise its prices at any time prior to accepting an Order.

The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Order.

Availability, Errors and Inaccuracies

We are constantly updating Our offerings of Products on the Service. The Products available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Products on the Service and in Our advertising on other websites.

We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Payments

The Company uses the 3rd party payment platform, Stripe, the Stripe API, and in conjunction, your Stripe account to process credit and debit card transactions for your Account. The Service is a "Partner Application" as defined in the Stripe Terms of Service.

By using the Service and agreeing to the Sevice Terms and Conditions, You also agree to be bound by Stripe's Terms of Service.

You expressly understand and agree that Company shall not be liable for any payments and monetary transactions that occur through Your use of the Service. You expressly understand and agree that all payments and monetary transactions are handled by Stripe. You agree that Company shall not be liable for any issues regarding financial and monetary transactions between You and any other party, including Stripe.

You are responsible for all transactions (one-time, recurring, and refunds) processed through the Service and/or Stripe. The Company is not liable for loss or damage from errant or invalid transactions processed with Your Stripe account. This includes transactions that were not processed due to a network communication error, or any other reason. If You process a transaction, it is Your responsibility to verify that the transaction was successfully processed.

You understand that the Company uses the Stripe API to run the Service and that the Stripe API is subject to change at any time and such changes may adversely affect the Service. You understand and agree to not hold the Company liable for any adverse affects that actions (whether intentional or unintentional) on the part of Stripe may cause to Your Stripe account, Your Service Account, or Your business.

You must not process stolen credit cards, or unauthorized credit cards through Stripe and/or Your Leadberry account.

Payment through Reseller

If You purchased a Service from a reseller or distributor authorized by us ("Reseller"), then to the extent there is any conflict between these Terms and the agreement entered between You and the respective Reseller, including any purchase order ("Reseller Agreement"), then, as between You and Us, these Terms shall prevail. Any rights granted to You and/or any of the other Users in such Reseller Agreement which are not contained in these Terms, apply only in connection with the Reseller. In that case, You must seek redress or realization or enforcement of such rights solely with the Reseller and not Us. For clarity, You and Your Users’ access to the Service is subject to our receipt from Reseller of the payment of the applicable Fees paid by You to Reseller. You hereby acknowledges that at any time, at our discretion, the billing of the Subscription Fees may be assigned to us, such that You shall pay us directly the respective Subscription Fees.

REFUND POLICY AND CHARGEBACKS

Refund Policy

If You are not satisfied with its initial purchase of a Service, You may terminate such Service by providing us a written notice, within 30 days of having first ordered such Services (the "Refund Period"). In the event that You terminate such initial purchase of a Service, within the Refund Period, we will refund You the prorata portion of any unused and unexpired Subscription Fees pre-paid by You in respect of such terminated period of the Subscription, unless such other sum is required by applicable law, in the same currency we were originally paid (the "Refund"). The Refund is applicable only to the initial purchase of the Service by You and does not apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that we shall not be responsible to Refund any differences caused by change of currency exchange rates or fees that You was charged by third parties, such as wire transfer fees. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject Your Refund request. Subject to the foregoing, upon termination by You under this "Refund Policy" section, all outstanding payment obligations shall immediately become due for the used Subscription Term and You will promptly remit to the Company any fees due to the Company under these Terms.

Non-Refundable

All Services are non-refundable You shall not be entitled, and We shall not be under any obligation, to terminate the Service and give a Refund.

Chargeback

If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Subscription Fees on Your Account ("Chargeback"), this will be considered as a breach of Your payment obligations hereunder, and Your use of the Service may be disabled or terminated and such use of the Service will not resume until You re-subscribe for any such Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us and/or any Third Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.

TRIAL SERVICE AND PRE-RELEASED SERVICES

Trial Service

We may offer, from time to time, part or all of our Services on a free, no-obligation trial version ("Trial Service"). The term of the Trial Service shall be as communicated to you, within the Service, in an Order Form, unless terminated earlier by either You or Us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you. In respect of a Trial Service that is a trial version of the Subscription Plan (the "Trial Subscription"), upon termination of the Trial Subscription, we may change the Account web address at any time without any prior written notice.

Pre-Released Services

Note that we may offer, from time to time, certain Services in an Alpha or Beta versions (the "Pre-Released Services") and we use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are Services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.

Governing Terms of Trial Service and Pre-Released Services

The Trial Service and Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial Service and Pre-Released Services (i) such services are licensed hereunder on as "AS-IS", "With All Faults" "As Available" basis, with no warranties, express or implied, of any kind; (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COMPANY, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES, THE SERVICE AND THE THIRD PARTY SERVICES), EXCEED 100 DOLLARS USD. We make no promises that any Trial Service and/or Pre-Released Services will be made available to you and/or generally available.

TERM AND TERMINATION; SUSPENSION

Term

These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

Termination for Cause

Either You or Us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

Termination by You

You may terminate Your Subscription to the Service by cancelling the Service and/or deleting the Account, whereby such termination shall not derogate from Your obligation to pay applicable Subscription Fees except where such termination. Unless mutually agreed otherwise by You and Us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Your obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and You shall not be entitled to a refund for any pre-paid Subscription Fees.

Effect of Termination of Service

Upon termination or expiration of these Terms, Your Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. It is Your sole liability to export the Your Data prior to such termination or expiration. In the event that You did not delete the Your Data from the Account, we may continue to store and host it until either You or We, at our sole discretion, delete such Data, and during such period, You shall still be able to make a limited use of the Service in order to export the Your Data (the "Read-Only Mode"), but note that We are not under any obligation to maintain the Read-Only Mode period, hence such period may be terminated by us, at any time, with or without notice to You, and subsequently, the Your Data will be deleted. You acknowledge the foregoing and its sole responsibility to export and/or delete the Your Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to You, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve You from Your obligation to pay due Subscription Fees.

Suspension

Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that You or any third party, are using the Service in a manner that may impose a security risk, may cause harm to Us or any third party, and/or may raise any liability for Us or any third party; (ii) We believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Your payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) You or any of Your Users’ breach of the Acceptable Use Policy. The afore-mentioned suspension rights are in addition to any remedies that may be available to Us in accordance with these Terms and/or applicable Law.

YOUR FEEDBACK TO US

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

LINKS TO OTHER WEBSITES

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, THIRD-PARTY SOFTWARE AND/OR THIRD-PARTY HARDWARE USED WITH THE SERVICE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS TERMS), EVEN IF THE COMPANY OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE EXCLUSIONS INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, COMPUTER FAILURE, OR THE VIOLATION OF YOUR RIGHTS BY ANY THIRD PARTY, EVEN IF THE SERVICES ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" AND "AS AVAILABLE" DISCLAIMER

THE SERVICE IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

GOVERNING LAW

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

DISPUTES RESOLUTION

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

FOR EUROPEAN UNION (EU) USERS

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.

UNITED STATES LEGAL COMPLIANCE

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

SEVERABILITY AND WAIVER

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

TRANSLATION INTERPRETATION

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

CONTACT US

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: legal@scaledsense.com

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