Last Updated: October 18, 2016
These Terms of Service are a contract between you and Scale Labs, Inc., a Delaware corporation. Scale Labs operates scale.com (“Scale Site”). By accessing this web site, you are agreeing to be bound by these Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using are accessing this site. The materials contained in this web site are protected by applicable copyright and trade mark law.
Scale Labs hereby grants you a non-exclusive, non-transferable, worldwide right to access and use Scale, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit Scale to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use Scale. All rights not expressly granted to you are reserved by Scale Labs and its licensors. You shall not (i) modify or make derivative works based upon Scale; (ii) reverse engineer or access Scale in order to (a) build a competitive product or service, (b) build a product using similar features, functions, or graphics of Scale, or © copy any features, functions, or graphics of Scale. You further acknowledge and agree that, as between the parties, Scale Labs owns all right, title, and interest in and to Scale, including all intellectual property rights therein.
The materials on Scale Labs’ web site are provided “as is”. Scale Labs 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, or non-infringement of intellectual property or other violation of rights. Further, Scale Labs does not warrant or make any representations concerning the accuracy, likely results, or reliability of the user of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.
In no event shall Scale Labs or its suppliers be liable for any 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 materials on Scale Labs’ Internet site, even if Scale Labs or a Scale Labs authorized representative has been notified orally or in writing of the possibility of such damage. 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.
REVISIONS AND ERRATA
The materials that appear on Scale Labs’ website could include technical, typographical, or photographic errors. Scale Labs does not warrant that any of the materials on its website are accurate, complete, or current. Scale Labs may make changes to the materials contained on its website at any time without notice. Scale Labs does not, however, make any commitment to update the materials.
You agree to defend, hold harmless and indemnify Scale Labs from and against any and all losses, costs, expenses, damages or other liabilities incurred by Scale Labs arising from or related to any cause of action, claim, suit, proceeding, demand or action brought by a third party against Scale Labs: (a) in connection with your use of Scale including any payment obligations incurred through use of Scale; or (b) resulting from: (i) your use of Scale; (ii) your decision to supply profile or payment information via Scale; (iii) any breach of contract or other claims made by Scalers with which you conducted business through Scale; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any Member with which you conducted business through Scale; (viii) any act or omission of yours with respect to the payment of fees to any Scaler; (ix) your dispute of or failure to pay any invoice or any other payment; or (x) your obligations to a Scaler. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and © allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.
Scale Labs may revise these Terms and Conditions of Use at any time without notice; provided that, if we make any material changes to these Terms and Conditions of Use, 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 and Conditions of Use.
Any claim relating to Scale Labs’ web site shall be governed by the laws of the State of California without regard to its conflict of law provisions.
Any use of the API (Application Program Interface), including use of the API through a third-party product that accesses Scale, is bound by these Terms of Service plus the following specific terms:
- You expressly understand and agree that Scale Labs shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Scale Labs has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API.
- Abuse or excessively frequent requests to Scale Labs via the API may result in the temporary or permanent suspension of your account’s access to the API. Scale Labs, in its sole discretion, will determine abuse or excessive usage of the API. Scale Labs will make a reasonable attempt via email to warn the account owner prior to suspension.
- Scale Labs reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice.
Use of Scale, including but not limited to any applications that use Scale or APIs, prohibits using Scale for fraudulent account creation or other malicious purposes, including but not limited to creating and distributing spam emails, spam tweets, or other “spammy” electronic communication. Scale Labs reserves the right to filter and or block such activity, and if necessary, to remove any account that has engaged in these and similarly malicious activities. Individuals wishing to work within Scale are authorized to create one account on Scale.
Work Product and Customer Materials
Work produced by Scalers on behalf of clients is carried out as work-for-hire on behalf of these clients and ownership over the work product remains with the client. Unless requested otherwise, you, as a customer, grant Scale Labs an unlimited license to use the work product for internal worker training and education, internal product evaluation, testing and any other purposes. You may provide to Scale Labs pursuant to this Agreement certain proprietary materials and information (as you determine in your discretion) for use in connection with the development of the work product (collectively, “Customer Materials”). Subject to the terms hereof, you hereby grants to Scale Labs: (a) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), nonexclusive license during the term to use the Customer Materials in order to provide Scale and provide the work product; and (b) a royalty-free, fully paid-up, worldwide, non-transferable (except as set forth below), perpetual, irrevocable, nonexclusive license to use the Customer Materials in order to operate, analyze, and improve Scale, including the creation of anonymized and/or aggregated data derived from such Customer Materials. If Scale Labs shares or publicly discloses information (e.g., in marketing materials or in application development) that is derived from Customer Materials, such data will be aggregated or anonymized to reasonably avoid identification of you. By way of example and without limitation, Scale Labs may: (a) track the number of users and uses of Scale on an anonymized aggregate basis as part of Scale Labs’ marketing efforts to publicize the total usage of Scale; (b) analyze usage patterns for product development efforts; and © use anonymized and/or aggregated data derived from Customer Materials to develop further analytic frameworks and application tools. you further agree that Scale Labs will have the right, both during and after the term, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and/or aggregated data. Customer expressly retains all right, title and interest in and to the Customer Materials, including all intellectual property rights therein.
By using Scale or any portion thereof, including but not limited to our API, you hereby grant us a fully paid-up, royalty-free, nonexclusive, worldwide right and license to use your trademarks, logos, and trade names for the sole purpose of referring to you as a customer and/or user of Scale on the Scale Site and our other marketing and promotional materials, or as otherwise mutually agreed between you and Scale Labs.
Effective Date: September 25, 2019
Information We Collect From You and Why
We collect and use the following information to provide, improve, promote, and protect the Services:
- When you register with us through the Services to become a Scale User or sign-in to an account created by a Customer, we will ask you for information relating to an identified or identifiable natural person (“personal data”). We may request you to provide personal data such as your name and email address. We collect information, including personal data, that you submit to the Services. We use your personal data to provide the Services to you and our Customer and to administer your inquiries.
- We also collect personal data that: (a) the Customer has provided to the Services directly or (b) that the Customer has provided to the Services indirectly through a third-party service (e.g., GSuite, Zendesk, etc.). We may use this information to provide the Services to you and our Customer.
- If you express an interest in obtaining information about our Services, sign up for an event or webinar, provide our business partners with your information, or download certain content, we may require you to provide us with personal data such as your name, email address, address, phone number, title, company name, and other information. We use this information to promote the Services to you with Scale newsletters, marketing, or promotional materials and other information that may be of interest to you. If you decide at any time that you no longer wish to receive such communications from us, please follow the unsubscribe instructions provided in any of the communications.
- We may collect information from you in surveys that we may conduct in order to improve the Services.
- We may accept financial and billing information in order to process your payment for use of the Services.
What Information We Collect From Devices and Usage and Why
We use typical tools and services, such as log files, cookies, pixel tags, and similar technologies to automatically collect information, which may contain personal data, from your devices while you navigate our Services or interact with emails we sent to you.
- When you use the Services, we may collect information about the devices you use to access the Services, including IP address, browser or device type, operating system, the website you visited before the Services, and identifiers of your devices. We use this information to provide, improve, and protect the Services.
- When you interact with our Services, we collect information about how you use the Services, including tracking Users’ activity in our Services. We use this information to provide and improve the Services, and to protect the Services.
You also have choices with respect to technologies we use to automatically collect information as described below:
- To find out more about how Google uses information when you visit a website that uses Google Analytics, please visit: https://policies.google.com/technologies/partner-sites.
- For more information about cookies and how to disable them, please visit www.allaboutcookies.org. You may also find more information about how to control cookies and opt out of receiving tailored advertising from the Network Advertising Initiative’s Consumer Opt-Out or the Digital Advertising Alliance’s Consumer Opt-Out. You are responsible for the choices you make regarding these mechanisms.
- To learn how to manage privacy and storage settings for Flash Cookies, please visit the Macromedia site.
- HTML5 LSOs can be managed using browser tools and settings.
How We Use Information
Information Sharing and Disclosure
We use and share your personal data as described below, but we don’t sell it to advertisers or other third parties.
- If your User account was provisioned by a Customer, your administrator (“Admin”) may have access and control over the information associated with your account. The Customer may have its own policies governing access and use of information in your User account.
- Depending on a Customer’s settings and your choices, we will share certain information with other Users that are part of a Customer account.
- We may share your information, including personal data, with Scale’s affiliates to provide, improve, protect, and promote the Services, or * communicate with you.
- We may disclose your information to third parties if we determine such disclosure is reasonably necessary to: (a) comply with applicable law, regulation, legal process, or government request, (b) protect any person from death or serious bodily injury, © prevent fraud, abuse, or security issue of Scale or other users, and (d) to protect Scale’s or its licensors’ rights, property, safety, or interest.
- We may also disclose or share your personal data with your consent.
Scale may sell, transfer or otherwise share some or all of its assets, including your personal data, in connection with a merger, acquisition, reorganization, or sale of assets, or in the event of bankruptcy.
Data Modification, Deletion, and Retention
You may have the right to access, review, correct, amend, transfer, restrict, delete, opt-out of, or object to our use of the personal data provided to Scale by contacting us at [email protected]. We may request specific information from you to help us confirm your identity and process your request. If your User account was provisioned by a Customer,and if you seek to correct, amend, or delete data associated with your account, you should direct your requests to the Customer’s Admin.
Scale is concerned with safeguarding your information. Scale employs reasonable physical, technological, and administrative security measures. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, while we strive to use commercially acceptable means to protect your personal data, we cannot guarantee its absolute security.
Information that we collect from you, will be transferred to, stored, and processed by us, our affiliates, and other third parties in countries outside the European Economic Area, including, but not limited to, the United States and other countries, where data protection and privacy regulations may not offer the same level of protection as in other parts of the world.
For transfers of personal data from the European Economic Area and Switzerland to third countries, we will transfer personal data according to the requirements of EU data protection legislation, including by entering into European Commission Model Contracts or ensuring a third party’s participation in the EU-US or Swiss-US Privacy Shield Frameworks. Customers transferring personal data from the European Economic Area can reach out to Scale for a copy of its Data Processing Addendum by contacting us at [email protected].
Scale has self-certified to the EU-U.S. and Swiss-U.S. Privacy Shield. For more information, see our Privacy Shield Notice.
Links to Other Websites
Our Policy on Children
The Services are not directed to individuals under 13, or a higher age depending on your jurisdiction (“Required Age”). If Scale becomes aware that a child under the Required Age has submitted information to us, we will delete the information. If you believe that we may have any information from a child under the Required Age, please contact us at [email protected].
Privacy Shield Notice
Scope. Our certification of adherence to the Privacy Shield Principles applies to the personal data (a) we collect from customers and visitors of our website (“Scale User Data”) and (b) that we process on behalf of our customers under an agreement (“Scale Services Data”).
- Service Providers. We may employ third party service provider companies and individuals to provide, improve, and protect the Services on our behalf. We maintain contracts with service providers that restrict their access, use, and disclosure of personal data in compliance with our Privacy Shield obligations, including the onward transfer provisions, and we may be liable if they fail to meet those obligations and we are responsible for the event giving rise to damage.
- Legal Requirements. We may disclose Scale Services Data to (a) comply with applicable law, regulation, legal process, or government request, including to meet national security or law enforcement requirements, (b) protect any person from death or serious bodily injury, © prevent fraud, abuse, or security issue of Scale or other users, and (d) to protect Scale’s or its licensors’ rights, property, safety, or interest.
- Business Transfers. Scale may sell, transfer or otherwise share some or all of its assets, including Scale Services Data, in connection with a merger, acquisition, reorganization, or sale of assets, or in the event of bankruptcy.
Disputes. JAMS is the US-based independent organization responsible for reviewing and resolving complaints about our Privacy Shield compliance - free of charge to you. Please first submit any such complaints directly to us via [email protected]. If you aren’t satisfied with our response, please contact JAMS at www.jamsadr.com/eu-us-privacy-shield. In the event your concern isn’t addressed by JAMS, you may be entitled to a binding arbitration under Privacy Shield and its principles.
U.S. Federal Trade Commission Enforcement. Scale’s commitment under the Privacy Shield is subject to the regulatory enforcement powers of the U.S. Federal Trade Commission. If there is any conflict between this Privacy Shield Notice and the Privacy Shield Principles, the Privacy Shield Principles will take precedence.