End User Terms and Conditions

Last Updated: March 10, 2022

These End User Terms of Use are entered into between Scale AI, Inc. (“Scale,” “we,” or “us”) and the individual registering for an account on our Software Platform (“Users”, “you,” or “your”) as of the Effective Date. BY CLICKING “AGREE,” OR BY OTHERWISE ACCESSING OR USING THE SERVICES, you are agreeing to be bound by these terms and conditions, including Scale’s Privacy Policy and Scale’s Acceptable Use Policy (together, these “Terms”), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws.

If you are a Customer setting up an account, the Scale Master Software and Services Agreement governs your access to and use of the Services.

1. Customer’s Account.

If you sign up for an account with an email address provisioned by your company or organization (“Customer”) or at the direction of a Customer, you are an authorized end user and you must use the Services in compliance with Customer’s terms and policies. Customer has separately agreed to the Scale Master Software and Services Agreement or entered into a written agreement with us (in either case, the “MSA”) that permitted Customer to create an account and invite you and others to join. The MSA contains Scale’s commitment to deliver the Services to Customer, and Customer’s obligations when using the Services. When you submit digital files, data, or machine learning models (“Customer Materials”) to the Scale API or otherwise provide to Scale to facilitate Scale’s provision of the Services, you acknowledge and agree that the Customer Materials are owned by Customer. Capitalized terms used but not defined herein will have the meaning set forth in the MSA.

2. Relationship between Scale, Customer, and User.

AS BETWEEN SCALE AND CUSTOMER, USER AGREES THAT IT IS SOLELY CUSTOMER’S RESPONSIBILITY TO (A) INFORM USER OF ANY OBLIGATIONS OR RESTRICTIONS REQUIRED TO USE THE SERVICES, (B) OBTAIN ANY RIGHTS, PERMISSIONS, OR CONSENTS FROM USER THAT ARE NECESSARY FOR THE LAWFUL USE OF CUSTOMER MATERIALS AND THE OPERATION OF THE SERVICES, © ENSURE THAT THE TRANSFER AND PROCESSING OF CUSTOMER MATERIALS UNDER THE MSA IS LAWFUL, AND (D) RESPOND TO AND RESOLVE ANY DISPUTE WITH ANY USER RELATING TO THE SERVICES, CUSTOMER MATERIALS, OR CUSTOMER’S FAILURE TO FULFILL THESE OBLIGATIONS.

3. User Accounts and Registration.

To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some “personal data” (as defined our Privacy Policy, such as your name, email address, or other contact information), and you agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password, and you are solely responsible for maintaining the confidentiality of your account and password. You accept responsibility for all activities that occur under your account. Please note that User accounts are subject to Customer’s control, and your Admin (as defined in our Privacy Policy) may be able to access, disclose, restrict, or remove information in or from your Scale account. They may also be able to restrict or terminate your access to your Scale account. If you believe that your account is no longer secure, then you must immediately notify us at support@scale.com.

4. Use License.

Subject to your complete and ongoing compliance with these Terms, Scale hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the Services, solely with supported browsers through the Internet for purposes authorized by Customer. Nothing in these Terms will be construed to grant you any right to transfer or assign rights to access or use the Services.

5. Reservation of Rights.

All rights not expressly granted to you or Customer are reserved by Scale and its licensors. You further acknowledge and agree that, as between you, Scale, and Customer, Scale owns all right, title, and interest in and to the Scale Technology, including all intellectual property rights therein. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Scale Technology are protected by intellectual property and other laws.

6. Restrictions.

You may not permit the Services to be used by or for the benefit of unauthorized third parties. You may not (i) modify or make derivative works based upon the Services; (ii) reverse engineer the Service or access the Services in order to (a) build a competitive product or service, or (b) build a product using similar features, functions, or graphics of the Services, or © copy any features, functions, or graphics of the Services.

7. Feedback.

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Scale an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.

8. Confidential Information.

Scale may disclose business or technical information to you under this Agreement which is confidential, including Scale Technology (“Confidential Information”). User will use reasonable care (a) not to use the Confidential Information for any purpose not permitted under these Terms, and (b) except as permitted by Scale, not disclose the Confidential Information to any third party except Customer. Confidential Information will not include any information that (i) is or becomes public through no fault of User, (ii) was known to User prior to receipt, (iii) is obtained by User from a third party not under an obligation of confidentiality, and (iv) is independently developed by User without use of the Confidential Information.

9. Third Party Software.

The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third-party licenses or to limit your use of the Third Party Components under those third party licenses. The Service may also contain links to third party websites. Such linked websites are not under Scale’s control, and Scale is not responsible for their content.

10. Monitoring Content.

Scale does not control and does not have any obligation to monitor: (a) Customer Materials; (b) any content made available by third parties; or © the use of the Service by its users. You acknowledge and agree that Scale reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Service for operational or other purposes. If at any time Scale chooses to monitor the content, Scale still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

11. End User Warranty.

You may be permitted to submit, upload, publish or otherwise make available to Customer and other users, through the Scale Software Platform, software, or other platforms used by End Users to communicate about the textual, audio, and/or visual content and information, including commentary, questions, support, and requests (collectively, “End User Content”). You represent and warrant that: (i) you are the sole and exclusive owner of all End User Content you submit; and (ii) neither your End User Content, nor your submission, uploading, publishing or otherwise making available of such End User Content, nor Scale’s use of the End User Content as permitted herein will infringe, misappropriate or violate a third party’s Intellectual Property Rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

12. Ownership and Assignment of Work Product.

You acknowledge and agree that Customer will own all right, title and interest, including Intellectual Property Rights, in the Work Product as a "work made for hire" for the benefit of Customer. To the extent any portion of your Work Product is not construed to be a work made for hire, you hereby irrevocably and unconditionally assign to Customer all right, title, and interest throughout the world in and to such Work Product or portion thereof and all Intellectual Property Rights thereto. All Work Product created by End User pursuant to these Terms will be treated as Output (as defined in the MSA), except with respect to Section 8.2 of the MSA.


13. Term and Termination.

These Terms are effective beginning when you accept these Terms or first access or use the Service, and ending when Customer’s subscription for you expires or terminates, or your access to the Services is terminated as described below (the “Term”). If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Scale or Customer may, at its sole discretion, terminate these Terms or your account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting Customer or support@scale.com. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service, and (b) you will no longer be authorized to access your account of the Service. Sections 5, 6, 7,8, 11, 12, 13, 14, 15, 16, 17, 18 and 19 will survive.

14. Disclaimer.

THE SERVICE AND ALL MATERIALS AND CONTENT ON AND AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. You expressly agree that use of Scale Technology and materials are at your sole risk. Scale makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of intellectual property or other violation of rights, and any warranty arising out of course of dealing, usage, or trade. Scale does not warrant that the Service or any portion of the Service, or any materials or content offered through the Service, are accurate, complete, or current, or will be uninterrupted, secure, or free of errors, viruses, or other harmful components; and Scale does not warrant that any of those issues will be corrected. Scale may make changes to the Services at any time without notice, including by limiting or discontinuing certain features of the Services. Scale does not, however, make any commitment to update the Services. Scale will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Scale does not disclaim any warranty or other right that Scale is prohibited from disclaiming under applicable law.

15. Indemnification.

User will indemnify, defend, and hold harmless Scale from and against all damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising from a third-party claim arising out of or related to User’s use of the Services.

16. Limitations.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL YOU OR SCALE BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION,) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES OR THE MATERIALS ON THE SERVICES, EVEN IF NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF SCALE TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

Each provision of these Terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under these Terms. This allocation is an essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these Terms. The limitations in this Section 14 will apply even if any limited remedy fails of its essential purpose.

17. Terms of Use Modifications.

Scale may revise these Terms at any time without notice; provided that, if we make any material changes to these Terms, we will use commercially reasonable efforts to notify you. By continuing to use Scale, you are agreeing to be bound by the then current version of these Terms.

18. Governing Law.

Any claim relating to the Services or these Terms will be governed by the State of California, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts or tribunals located in the applicable venue of the MSA will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these Terms.

Each party hereby consents and submits to the exclusive jurisdiction of such courts or tribunals. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.

19. Entire Agreement.

These Terms, including any terms incorporated by reference into these Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between the MSA and these Terms, the terms of the MSA will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Policy). Customer will be responsible for notifying Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

20. Contact Information.

The Services are offered by Scale AI, Inc. You may contact us by emailing us at support@scale.com.

21. Definitions.

a) “Background Intellectual Property” means proprietary methodologies, tools, models, software, documentation, know-how, trade secrets, inventions, or works of authorship conceived or developed by Scale or its licensors (a) prior to rendering any Services under these, (b) independent of these Terms, and © in connection with the Services, but that are not Output or derivatives of Customer Materials or Output.

b) “Documentation” means any Scale-provided written documentation and policies available at https://docs.scaleapi.com.

c) “Effective Date” means the date User first accepted these Terms.

d) "Intellectual Property Rights" means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (1) rights associated with works of authorship, including exclusive exploitation rights, copyrights, attribution, paternity, integrity, modification, disclosure and withdrawal, mask work rights, and any other rights throughout the world that may be known or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”); (2) trademark and trade name rights and similar rights; (3) trade secret rights and contractual rights of nondisclosure; (4) patent and industrial property rights; (5) other proprietary rights of every kind and nature; and (6) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (1) through (5) of this sentence.

e) “ML Model Services” means an API service to which Customer or User submits data and receives ML Output, as detailed in the applicable Order Form or within Customer’s or User’s account.

f) “ML Output” means the fields returned by a Scale machine learning model as defined in an Order Form or within Customer’s or User’s account.

g) “Output” means the annotations and labels based upon the Customer Materials that are returned to Customer or User, including through the Scale API or a CSV file, and ML Output.

h) “Scale Data” means usage data, statistics, aggregated and anonymized data, and de-identified data derived from Customer’s or User’s use of the Services collected or created by Scale.

i) “Scale Technology” means Scale’s products and services, including the Services and the Software Platform, Scale Data, Background Intellectual Property, Documentation, and Scale’s trademarks, logos, and other brand features.

j) “Services” means the Scale products and services, including the products and services ordered by Customer under an Order Form or otherwise provided by Scale and used by Customer under the MSA or User under these Terms, including annotation and labeling tasks and services, the Software Platform, and ML Model Services.

k) “Software Platform” means the Scale API, websites, software products, and software tools ordered by Customer under an Order Form or otherwise provided by Scale and used by Customer under the MSA or User under these Terms.

l) "Work Product" means all deliverables to be provided hereunder, including but not limited to all (1) End User Content, responses to Customer questions, completed tasks, and any deliverables provided by you in connection with your use of Scale Technology; (2) any discoveries, developments, concepts, designs, ideas, know how, improvements, inventions, trade secrets and/or original works of authorship, whether or not patentable, copyrightable or otherwise legally protectable; and (3) any new product, machine, method, procedure, process, technique, use, equipment, device, apparatus, system, design or configuration of any kind, or any improvement thereon.