Terms of Service (Operators only)

1. Introduction

1.1 Terms. The purpose of these Terms is to define the rights and obligations regarding the use of the Services. These Terms are accessible at any time via a direct link at the bottom of the Website. Please read them carefully.

1.2 Definitions. Definitions in this document, that begin with a capital first letter, are listed in the list of definitions in Clause 2.

1.3 B2B. The Website and the Services are intended exclusively for individuals and businesses acting within the framework of their business activity, not for Operators acting in the capacity of a consumer. The Services are also intended only for business-to-business (B2B) prospecting purposes, communication and building partnerships, not for business-to-consumer (B2C) uses. 

1.4 Age restriction. To conclude the Agreement and to use the Services, you must be at least 18 years old. 

1.5 Exclusion of liability. Scaleo and the related Services serve solely as a tool to enable third parties to effectively conduct Affiliate Marketing. The Operator acknowledges that it is fully responsible for how it conducts its business, the Affiliate Marketing and what relationships it has with its Affiliates. The Provider expressly states that it:

1. has no control and liability over whether the Operator conducts its business in accordance with the law;
2. has no contractual relationship with Affiliates and does not interfere in any way with the relationship between Affiliates and Operators;
3. has no responsibility for the Operators' obligations to the Affiliates;
4. is in no way responsible for any activities of Affiliates towards Operators.

1.6 Contact. If you wish to contact the Provider, please use the contact form available on the Website or contact the Provider directly on the following e-mail addresses:

1. support: [email protected]
2. legal notices: [email protected]

1.7 Effectiveness. These Terms are in effect and was last updated as of 23.12.2024.

2. Definitions

2.1. The "Acceptance Protocol" refers to a result of the Acceptance Tests.

2.2. The "Acceptance Tests" refers to a verification of the compliance of the Integration and Migration with these Terms and the Service Order.

2.3. The "Affiliate" is a person who conducts the Affiliate Marketing for the Operator.

2.4. The "Affiliate GGR" is GGR generated by the Operator through their Affiliate Marketing, carried out via Scaleo, from Affiliates or the Operator's internal media-buying.

2.5. The "Affiliate Marketing" is a marketing arrangement by which the Operator pays a commission to the Affiliate for securing a specific action (such as clicks, leads or acquisitions), generated from its referrals.

2.6. The "Agreement" is a binding, contractual legal agreement between the Provider and the Operator.

2.7. The "API" is a set of protocols, tools, and definitions that enables Operator’s Platform provider to interact with the Scaleo's features or data in a structured and controlled manner.

2.8. The “Billing Period” is the period for which a specific Subscription Fee is paid.

2.9. The "Brand" is the Operator's business, operated under one business identity (logo, name, domain, etc.).

2.10. The "Demo" is a presentation, either online or offline, demonstrating the functionalities of the Scaleo before committing to the Agreement.

2.11. The "GGR" (also known as Gross Gaming Revenue) is calculated as the value of the player(s)' deposits into the betting, gambling or lottery games minus the player(s)' winnings.

2.12. The "Go-live" has the meaning mentioned in Clause 5.10 of this Terms.

2.13. The "Integration" refers to the specialized Service provided by the Provider, which involves connecting the Scaleo with the Operator’s Platform in cooperation with the Operator. Further specified in the Clause 6.

2.14. The "Master Account" refers to the primary account, which has full access to the Scaleo's features and settings.

2.15. The "Migration" refers to the one-time process of transferring data from Operator’s platform (or other system) to the Scaleo. It enables Operators to continue operations seamlessly on the Scaleo.

2.15. The "Operator" or "you" is an individual or business who concludes the Agreement and wants to run affiliate marketing for their business through the Scaleo.

2.17. The "Operator’s Platform" is a third-party engine on which the Operator's business operates.

2.18. The "Provider" or "we" is the company Owly Labs s.r.o., ID No.: 276 34 051, VAT No.: CZ27634051, with its registered office at V přístavu 1585/10, 170 00 Prague 7, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague under file No. C 120368. We provide you with the access to the Scaleo software.

2.19. The "Parties" are the Provider and the Operator together, each individually referred to as the "Party".

2.20. The "Scaleo" is a SaaS system that is used to structure, monitor, analyze and manage data for affiliate marketing purposes.

2.21 The "Services" are the services provided to the Operator by the Provider under the Agreement. 

2.22 The "Service Order" is document that outlines the Services to be provided, including the terms, conditions, and details of the Integration, subscription, or other services agreed upon. It forms an inherent part of the Agreement and governs the execution of the defined Services.

2.23 The "Subscription Fee" is the recurring payment for provision of the Services.

2.24 The "Suggestions" has the meaning mentioned in Clause 8.4 of these Terms.

2.25 The "Term" is the time period for which the Agreement is concluded.

2.26 The "Terms" are these Terms of Service that govern the relationship between the Provider and the Operator.

2.27 The "Website" is the Provider’s website available at , where you can access the Scaleo.

3. Scope of the Services

3.1 Services. Based on the Agreement, the Provider undertakes to provide access to the Scaleo. The Services may include other activities as defined in these Terms, in the Service Order and/or on the Website.

3.2 Conclusion of the Agreement. The Agreement between the Provider and the Operator is concluded upon the Operator’s acceptance of the Service Order specifically referring to these Terms, which may occur through electronic means.

3.3 Service Order. The Service Order is an inherent part of the Agreement that specifies the terms under which the Services will be rendered and includes, among others, the following details:

1. contact and billing details of the Operator;
2. the commencement date of the Services;
3. the applicable payment terms, including total fees, payment schedule, and the breakdown of charges (e.g., Integration fees, subscription fees, service fees, and any other applicable charges);
4. the duration of the Agreement;
5. the billing cycle for the Services (e.g., monthly or annually);
6. implementation requirements, including API configurations and the Migration or Integration, if provided;
7. any additional terms and special conditions agreed upon by the Parties.

3.4 Terms. These Terms are integral part of the Agreement. The Operator accepts these Terms in accordance with Clause 3.2. Without the acceptance of these Terms or other agreement between the Provider and the Operator, the Operator cannot use the Services.

3.5 Commencement of the Services. The Services shall commence on the date specified in the Service Order, subject to the fulfillment of any preconditions, including the payment of applicable fees by the Operator.

3.6 Legal Entity. If someone enters into the Agreement on behalf of a company, organization or another legal entity, he/she represents and warrants that he/she has the legal authority to bind this company, organization or another legal entity by the Agreement and that he/she is lawfully entitled to enter into contracts. In such a case, the term “Operator” applies to the company, organization or another legal entity.

3.7 Evidence of Authority. Operator undertakes to provide, upon request, satisfactory evidence of such authority, including but not limited to:

1. Certified copies of valid corporate resolutions, powers of attorney, or equivalent documents confirming the signatory's authority;

2. An excerpt from the commercial register or other official register, not older than 3 months, proving the Party’s legal existence and the signatory’s authority.

4. Master Account

4.1 Master. To access and use the Scaleo, the Operator is provided with the Master Account. The Master Account is created during the onboarding process either by the Provider or by the Operator. The Operator is required to submit complete and accurate information. The Operator agrees to update such information as changes occur to ensure its accuracy and completeness.

4.2 Multiple accesses. Alongside the Master Account, we can create other user accesses to the Scaleo per your request. The Operator may provide such access only to its employees, partners, providers, contractors, or other authorized parties solely for the purpose of using the Scaleo on behalf of the Operator. The Operator is not permitted to grant access to any third party in exchange for any form of remuneration or even for free. The Operator's Master Account obligations shall apply accordingly to these additional accounts. If the Provider suspects that the Operator provided unauthorized access to the Scaleo to any third party in violation of this section, it is entitled to suspend such access rights of the third party and require the Operator to clarify this issue before renewing the access. The Provider is not liable for the suspension of the access rights and/or the termination of such access (especially when the Operator does not provide the required clarification).

4.3 Security. The Operator is responsible for keeping the Master Account and any associated password confidential and secure. The Operator is liable for all activities conducted under the Master Account and password. If the Master Account is accessed without the Operator's consent or if any other security breach is discovered, the Operator agrees to promptly notify the Provider. The Provider is not responsible for any failure by the Operator to comply with this clause or for any delay in deactivating the Master Account after the Operator has reported a security breach.

4.4 Accuracy. By using the Scaleo, the Operator agrees that all registration information submitted will be truthful, accurate, current, and complete. The Operator further agrees to maintain the accuracy of this information and update it promptly as necessary. If the Operator provides any information that is false, inaccurate, outdated, or incomplete, the Provider reserves the right to suspend or delete the Master Account, terminate the Agreement, and deny access to the Scaleo, including any future use.

5. Integration and Whitelabeling

5.1 Integration. The Provider shall perform the Integration of the Scaleo in accordance with the scope agreed in the Service order - Integration may include setup, configuration, Migration and integration with the Operator’s Platform. 

5.2 Cooperation. The Operator agrees to provide full cooperation throughout the Integration, including timely access to necessary resources, data, and personnel. The successful Integration is dependent upon the Operator’s active participation and provision of all required information and materials on time.

5.3 Accessibility and cooperation. For the purposes of the Integration, the Operator is responsible for providing all necessary access and authorizations to the Operator’s Platform, as well as any other necessary third-party systems or services used by the Operator. If this is necessary for a successful Integration, the Operator is obliged to ensure the cooperation of the Operator’s Platform provider at its own expense. Without such cooperation of the Operator, the Provider is not obliged to provide Integration Services.

5.4 Schedule and completion. The Integration will take place in accordance with the schedule set out in the Service Order. Once the Integration is complete, the Provider notifies the Operator via the contact details given in the Service Order.

5.5 Acceptance Tests. The Provider will notify the Operator when the integration is completed and enable the Operator to verify it through the Master Account. The Operator has 10 business days to conclude the Acceptance Tests and verify whether the integration meets the agreement outlined in the Service Order. In this timeframe, the Operator will inform the Provider about any defects, unfinished work, or other objections in the Acceptance Protocol. The Operator agrees to describe any defects in enough detail so that the Provider is able to replicate them. Scaleo can be used during the Acceptance Tests only for running test traffic; in other words, it is not for running live traffic.

5.5 Acceptance Protocol.  After the Acceptance Tests are concluded by the Operator, the Operator agrees to send the Provider  an e-mail serving as the Acceptance Protocol, which will include the following:

1. records of the progress and results of the Acceptance Tests;
2. a list of identified defects and/or unfinished work;
3. any objections or comments from the Operator regarding the result of the Integration.

5.5 Acceptance without objections. If no defects or unfinished work are found during the Acceptance Tests, the Operator will state in the Acceptance Protocol that the delivered Integration has been accepted without objections. 

5.6 Acceptance with objections. If defects or unfinished work are found during the Acceptance Tests, the Operator will note in the Acceptance Protocol that the delivered Integration has been accepted with objections. The Parties will agree on the method and timeline for remedying the defects and unfinished work. The Parties will also agree on new dates for the redelivery of the Integration and, if necessary, the conducting of new Acceptance Tests.

5.7 Deemed Acceptance. The Operator is required to conduct the Acceptance Tests within 10 business days from the delivery of the Integration for testing. If this period lapses without action, the Integration will be deemed accepted without defects or unfinished work. This also applies if the Operator refuses to issue the Acceptance Protocol.

5.8 Go-Live. After the Acceptance Protocol is issued (or when the acceptance is deemed as per Sec. 5.9.), the Scaleo will enter the "Go-Live” phase, allowing the Operator to access the Scaleo. The Provider’s support and maintenance obligations, if specified in the Service Order, will take effect at this stage.

5.8 Domain. Scaleo will be provided to the Operator on its own sub-domain agreed in the Service order. It is only possible to have one sub-domain per Agreement.

5.9 Whitelabeling. On the Website, the Provider allows basic customization options to the Operator. These can include e.g.:

1. setting up own subdomain,
2. deployment of a custom logo on the relevant part of Scaleo,
3. modifying colors of Scaleo UI.

6. Pricing

6.1 Renumeration. The Operator shall pay the Provider a remuneration for the provision of the Services, consisting of:

1. one-time payments; and
2. Subscription Fee.

6.2 One-time payments. The total amount of one-time payments and payment schedule is always set out in the Service Order.

6.3 Subscription Fee and Period. Subscription Fee is always paid for a specific Subscription Period. The Subscription Fee is determined in accordance with the Service Order. Subscription Period can be the same or shorter, than the Term. The Subscription Period always starts on the first day of the month. The first Subscription Period starts on the Go-Live day and ends on the last day of the month. The Subscription Fee for the first Subscription Period will be paid on a pro-rata basis.

6.4 Change of parameters. The Subscription Fee may depend on variable parameters (such as Affiliate GGR and number of the Operator’s Brands). If these parameters change during the Term in such a way that the Subscription Fee changes, the change to the Subscription Fee will be handled as follows:

1. If the Subscription Fee increases, the Provider will invoice the difference between the original Subscription Fee and the new Subscription Fee for the period until the end of the Subscription Period. From the next Subscription Period, the Operator is obliged to pay the increased Subscription Fee.
2. If the Subscription Fee is reduced, the difference between the original Subscription Fee and the lower Subscription Fee will be offset against the Subscription Fee payment for the next Subscription Period. The Subscription Fee will only be reduced when the Affiliate GGR is in the lower range for 3 consecutive months.

6.5 Subscription Fee changes. The Provider reserves the right to change the Subscription Fee at any time before the end of the Term. Changes to the Subscription Fee are always effective from the next Term, unless such a change is caused by the change of parameters as per Clause 6.4. The Provider will notify the Operator in writing of a Subscription Fee change at least 30 days prior to the end of the Term.

6.6 Brands. The Operator is entitled to operate only one Brand under one Agreement unless otherwise agreed in the Service Order.

6.7 Payment. Subscription Fee is payable in advance before the provision of the Services – e.g. the day before the start of the Subscription Period. Payment can be made either by a debit card, a credit card, via bank transfer, or through crypto payments. The Provider reserves the right to change the payment options and payment services providers at any time without prior written notice. The Provider will issue an invoice after each payment of the Subscription Fee is received by the Provider.

6.8 Recurring payments. Subscription Fees are charged periodically, according to the selected subscription period, until the termination of the Agreement. The termination will take effect the day after the Term ends.

6.9 Refunds. All Subscription Fees or other payments as per these Terms or the Agreement are non-refundable, unless provided otherwise in these Terms. 

6.10 Invoice. The Provider will issue an invoice in EUR or USD, depending on the Operator's registered office. If access to the Scaleo is initiated during the month, the Partner will be invoiced for a prorated portion of the month. All invoices shall comply with the requirements of Czech law. In some cases, the Provider may require prepayment invoices. Both Parties agree to electronic billing.

6.11 Conversion. All amounts in this Agreement are in USD. In the event that the Operator wishes to be invoiced and paid in EUR, the USD amounts will be converted to EUR at the current ECB foreign exchange reference rates .  

6.12 Bank charges. All bank charges related to payments under these Terms shall be settled in SHA mode, meaning the Operator and the Provider will each bear their own bank’s charges. The Operator is responsible for the fees charged by the Operator's bank, and the Provider will cover the fees charged by the Provider’s bank.

6.13 Default on payments. In the event that the Operator is in default on any payment under the Agreement, the Provider shall be entitled to suspend any Services under this Agreement. During the period for which the Services are suspended, all deadlines that the Provider is obliged to meet shall be suspended, and at the same time the Provider cannot breach its obligations regarding the availability of Scaleo and/or the agreed SLAs. 

7. Availability

7.1 Service level. The Provider undertakes to make all reasonable efforts to provide the Operator with the best possible availability of the Scaleo.

7.2 Support. The Provider provides basic support (through e-mail and online chat available 8:00 - 20:00 CET/CEST on weekdays); however, the Operator can negotiate higher support availability and guaranteed response times in the Service Order. 

7.3 Scheduled maintenance. The Provider is entitled to perform planned outages of the server and equipment on which the Scaleo is provided. During these times, the Scaleo may be partially unavailable to the Operator. Such scheduled maintenance will not be counted as downtime when calculating the Scaleo's availability. In exceptional cases where the Provider anticipates outages outside of the regular maintenance windows, the Provider will announce such outages in advance on the Website. The Provider will make reasonable efforts to notify the Operator in a timely manner.

7.4 Maintenance window. Regular maintenance will occur within the following maintenance windows: every Tuesday from 1:00 AM to 2:00 AM CET. During these periods, the Scaleo may experience planned partial unavailability.

7.5 Exceptions. The Provider cannot guarantee service levels or maintenance obligations and shall not be liable for any damage incurred by the Operator in connection with such events and is not in default with the fulfillment of its obligations under these Terms during such events:

1. Incompatibility: if the issue arises from the use of equipment, software, or services that are not supported, recommended, or are specifically prohibited under these Terms;
2. Unauthorized Use: if the issue is caused by the Operator using the Scaleo in a manner not recommended, allowed, or specifically prohibited under these Terms;
3. Third-Party Causes: if the issue is caused by the Operator, Operator’s Platform, third parties, third-party software, or external circumstances beyond the Provider's control, such as insufficient or no internet connection, infection of the Operator's systems by viruses or malicious software, strikes or work stoppages by the Operator's employees, targeted cyber-attacks, force majeure events (e.g., floods, war, civil unrest, epidemics), accidents, failures of public telecommunications networks, or actions required to ensure the operation of the Scaleo on the part of the Operator or a third party (e.g., software updates, server configurations);
4. Outages: if the issue arises from an outage, unavailability, or functionality problem caused by a third-party service provider necessary for the operation of the Scaleo and/or any of its components, without any fault of the Provider (e.g., hosting service provider);
5. Breach of the Terms: if the Operator is in breach of the Terms for any reason (e.g., late payments, improper use, etc.). 

8. Intellectual Property Rights

8.1 Software as a Service. The Scaleo, along with the Services provided therein, operates in the regime of Software as a Service (SaaS). The Operator does not own or purchase the Scaleo software itself. Access to the Scaleo and any data processed within it is provided exclusively on the Provider`s servers through the Operator’s Master Account, which is secured by a username and password.

8.2 Ownership of the Scaleo. For the avoidance of any doubt, the Scaleo is the intellectual property of the Provider. The Provider retains all rights, title, and interest in and to the Scaleo, including all intellectual property rights such as trademarks, service marks, trade secrets, and any rights in copyrighted or patented materials provided as part of the Scaleo.

8.3 Limited License. In the event that a license is required by the applicable law to provide Services through the Scaleo, the Provider grants the Operator a revocable, non-exclusive, non-transferable, non-assignable, territorially unlimited, and time-limited license to use the Scaleo for an unlimited number of users, solely for its intended purpose (e.g. accessing Scaleo), and only as permitted under these Terms. This license does not grant any rights not specifically listed herein and does not permit the redistribution, reproduction, or public communication of the Scaleo or its content, programming, code, or associated databases. The Operator is not permitted to sub-license the license.

8.4 Rights to Suggestions. The Provider strives to continuously improve the Scaleo. The Operator acknowledges and agrees that any inquiries, comments, suggestions, ideas, feedback, or other information regarding the Services (“Suggestions”) provided to the Provider are non-confidential and are hereby assigned to the Provider, including all associated intellectual property rights, on an exclusive, perpetual, irrevocable, and worldwide basis. Additionally, to the fullest extent permitted by applicable law, the Operator waives any moral rights associated with the Suggestions, including the right to attribution and the right to object to modifications. The Provider will own all exclusive rights, including unlimited intellectual property rights, and is entitled to use and distribute these Suggestions without restriction for any lawful purpose, whether commercial or otherwise, without acknowledgment or compensation to the Operator. Where full assignment of rights is not valid under the applicable intellectual property law, Operator grants the Provider an exclusive, perpetual, non-revocable, royalty-free unlimited license to such Suggestions, waives any right to compensation, and warrants that all Suggestions are the Operator’s original creation or that the Operator has the right to provide such Suggestions. The Operator further agrees that it will not make any claims or act against the Provider regarding any alleged or actual infringement or misuse of rights related to the Suggestions.

8.5 Business Reference. The parties agree that the Provider may use the basic information of the business relationship with the Operator as a business reference. For this purpose, the Operator grants the Provider a license to use the Operator's company/business name, logo and trademarks (collectively, "Trademarks"), solely for the purpose of placing such reference on the website and in marketing materials, without the Operator`s further approval. This license is royalty-free, territorially unlimited and granted for the duration of the author's proprietary rights and/or for the duration of the registration of the relevant trademark.

8.6 White Label Scenario.  If the Operator uploads its Trademarks or other intellectual property into the Scaleo to brand it with its brand identity, Operator warrants that it owns the rights to the Trademarks or has obtained all necessary permissions to use such Trademarks. The Operator agrees to indemnify and hold the Provider harmless from any claims, damages, or expenses arising from the use of the Trademarks as permitted under this Agreement.

9. Forbidden Behavior

9.1 Only for Affiliate Marketing. The Operator may not access or use the Scaleo for any purpose other than that for which the Provider makes the Scaleo available (e.g. for Affiliate Marketing). 

9.2 Solely for the Operator. The Operator agrees not to and shall not and will not permit others to use the Scaleo or any component of it, in whole or in part, except as expressly provided in these Terms. 

9.3 Forbidden purposes. It is strictly forbidden to use the Services for the following purposes:

1. the exercise of activities that are illegal, fraudulent, discriminatory, deceptive or offensive; 
2. the exercise of activities for which the Operator does not have proper concessions or other authorization, if such conditions exist;
3. the exercise of activities that exploit the trust of the Provider;
4. the exercise of activities which violate or may violate the intellectual property rights of third parties or imitate a third party;
5. the breach of public order or violation of the laws and regulations in force;
6. the aid or incitement, in any form and in any way whatsoever, to one or more of the acts and activities described above;
7. and more generally any practice that diverts the Services for purposes other than those for which they were designed.

9.4 Misuse of the Services. The following misuse of the Services is also strictly prohibited to ensure the proper functioning and maintenance of the Services: 

1. any conduct likely to hinder, interrupt, suspend, slow down, or prevent the continuity of the Services;
2. any intrusion or attempted intrusion into Provider's systems;
3. any action likely to impose a disproportionate burden on the Provider's infrastructure;
4. any breach or attempt to breach of security and authentication measures of the Scaleo or any of its portion;
5. any analyzing, hacking, decrypting, reverse engineering or attempt to gain unauthorized access to the Scaleo or any of its portion (including source codes);
6. any attempt to share access to the Services to third parties for any reason; 
7. uploading any illegal content to the Scaleo;
8. any act likely to harm the financial, commercial, or moral rights and interests of Provider or users of its Services;
9. any breach of these Terms.

9.5 Do not sell the access. It is strictly prohibited to monetize, sell, or grant all or part of the access to the Services or any other documentation provided in relation with the Services or use these to create a competing service. Additionally, the Services may not be used to provide services to third parties. The use of automated scripts to collect information from, or otherwise interact with, the Services is also prohibited.

9.6 Right to refuse. The Provider reserves the right to refuse the provision of Services, not renew the Term of the Operator, or to terminate the Agreement and stop the provision of the Services without prior notice and with immediate effect when the Operator engages in conduct deemed by the Provider as prohibited. In such a case, the Operator is not entitled to receive any reimbursement of the Subscription Fee, other costs resulting from the breach of these Terms, or any damages incurred as a result of this. The same applies for when the Operator violates legal requirements in any other way or is subject to sanctions or other business restrictions. 

9.7 Monitoring of illegal activities. The Provider reserves the right, but not the obligation, to monitor the Scaleo for any violations of these Terms and to take appropriate legal action against any Operator who, at the Provider’s sole discretion, violates the law or these Terms. 

10. Modifications and Changes

10.1 Modifications to the Scaleo. The Provider reserves the right, with prior notice, to change, modify, or remove any content within the Scaleo, as well as to suspend or discontinue, either temporarily or permanently, the Scaleo or any part of it, or any service connected to it, at any time and for any or no reason. This may include changes made to enhance functionality, improve stability, or address safety or security concerns, or legal regulations, at the Provider’s sole discretion. The Provider will not be liable to the Operator or any third party for any modification or discontinue and suspend any part of the Scaleo as long as Provider maintains the core functionality of Scaleo as initially provided to the Operator at the time of entering into this Agreement.

10.2 Applicability of the Terms. If the Scaleo is updated, upgraded, or modified - whether to enhance or correct features or functionality - these Terms will continue to apply to such updates, upgrades, and modifications, in addition to any other terms presented to the Operator at the time of the update. Such updates will be considered part of the Scaleo and will be subject to all terms and provisions set forth in these Terms, including but not limited to, terms related to licenses, usage restrictions, ownership, and distribution of the Scaleo.

10.3 Changes of the Terms. The Operator and the Provider agree that the Provider may modify these Terms to the appropriate extent. The Provider will notify the Operator of any changes to the Terms via e-mail and/or a notification displayed in the Scaleo. It is the Operator’s responsibility to review any new changes to the Terms. The Operator has the right to reject the amendments by providing written notice to the Provider, including via e-mail, which will result in the termination of the Agreement on the last day before the updated Terms become effective. The Operator will be deemed to have acknowledged and accepted the changes to the revised Terms by continuing to use the Scaleo after the date on which the revised Terms are posted and the Operator has been notified thereof. If a new Agreement is concluded under the revised Terms, including any further changes or amendments, the newly concluded Agreement shall be governed by the Terms in force as of the date of its conclusion.

11. Warranty and Liability Limitation

11.1 Scope of liability. If the Provider fails to perform the Services substantially in accordance with the Agreement, the entire and exclusive liability of the Provider, and the Operator’s sole and exclusive remedy, shall be limited, at the Provider’s discretion, to either: (i) repairing the Scaleo; or (ii) terminating this Agreement and refunding the Operator for the unexpired Subscription Period that has been paid for. 

11.2 Warranty exclusion. To the fullest extent permitted by the applicable law, Provider disclaims all other conditions, indemnities, guarantees, representations, and warranties, express or implied, arising from law, custom, prior oral or written statements, or otherwise, with respect to the Scaleo and/or any of its components and any related services or documentation. This includes, without limitation, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, and non-infringement of any law or regulation. The Operator acknowledges that the Scaleo and any related services or documentation are provided “as is” to the fullest extent permitted by law. 

11.3 Scope of support. Except as stated in these Agreement, the Provider has no obligation to provide support for the Scaleo or any of its components or to continue providing, updating, or correcting any defects or errors in the Scaleo, regardless of whether the Operator informs the Provider of such defects or errors, or the Provider becomes aware of them, to the fullest extent permitted by law. For example, the Provider does not warrant that:

1. the use of the Scaleo or any part thereof will be uninterrupted or error-free;
2. all defects in the Scaleo will be corrected.

11. 4 Exclusion of liability. To the maximum extent permitted by law, the Operator agrees that under no circumstances shall the Provider be liable to the Operator or any other person or entity claiming through the Operator for any inconvenience, direct or indirect damages, including loss of profits or other damages arising out of or in connection with the Operator’s inability to access or use the Scaleo during any downtime, outage, or discontinuance of the Scaleo. This applies regardless of whether the damages were foreseeable or whether the Provider was advised of the possibility of such damages. Nothing in these Terms obliges the Provider to maintain or support the Scaleo, or to supply any corrections, updates, or releases.

11.5 Examples of liability exemptions. For clarity, the Provider will assume no liability or responsibility for the following, including but not limited to:

1. suitability of the Scaleo for all countries (if the Operator wishes to use the Scaleo from the jurisdiction where such a use is contrary to local law);
2. any errors, mistakes, or inaccuracies within the Scaleo;
3. the quality, availability, or scope of any services provided free of charge;
4. any improvement in the Operator's economic results;
5. property damage, of any nature, resulting from the Operator’s access to and use of the Scaleo and/or any of its components;
6. any unauthorized access to or use of the Provider’s secure servers and/or any personal or financial information stored therein;
7. any behavior of individual users or their use of the Scaleo in violation of these Terms or the law, or any damages caused thereby;
8. any interruption or cessation of transmission of data to or from the Scaleo;
9. services provided by third parties, their quality, quantity, or any consequences, or the rights and obligations associated with these services;
10. any bugs, viruses, trojan horses, or similar threats transmitted to or through the Scaleo by any third party;
11. any payments, transactions, or transfers made by the Operator (providers of payment services are responsible for these (transactional) services and portals); and/or
12. the inability to use the Scaleo and/or any of its components if the Operator lacks suitable and sufficient hardware or software.

11.6 Non-excludable liability. The limitation of liability does not apply to damages resulting from gross negligence, bad faith, or the willful misconduct of the Provider.

11.7 Liability cap. The Provider’s total cumulative liability for any losses arising from or in connection with the Agreement or the use of the Scaleo shall not exceed the amount of all fees paid or due to be paid by the Operator.

11.8 KYC compliance. The Operator represents and warrants that it will comply, where it is relevant to the business activity performed by the Operator, with all applicable laws and regulations relating to Know Your Customer (KYC), Anti-Money Laundering (AML), and Counter-Terrorism Financing (CTF) legislation, as relevant to its business activities. This includes, but is not limited to:

1. The EU’s Anti-Money Laundering Directives (AMLD), as periodically updated.
2. The US Bank Secrecy Act (BSA) and Patriot Act.
3. Applicable KYC/AML regulations in the jurisdictions where the Operator operates.

11.9 Compliance with regulatory framework. The Operator represents and warrants that its operations, including those conducted using the Services, will comply, where it is relevant to the business activity performed by the Operator, with all applicable regulatory frameworks in the US, EU, and other jurisdictions where the Operator operates, as relevant to its business activities. The Operator acknowledges that its business activities may be subject to specific regulatory requirements, including but not limited to:

1. Gaming Regulations: Licensing and permits for its gaming operators.
2. Cryptocurrency Compliance: Adherence to the Financial Action Task Force (FATF) recommendations, and compliance with applicable EU and US cryptocurrency regulations.
3. Advertising Standards and Consumer Protection: Compliance with regulations such as the Unfair Commercial Practices Directive (UCPD), Can-SPAM Act, and the Truth in Advertising Act.

12. Personal Data Protection

12.1 Data protection. Each Party undertakes to comply with all applicable requirements of the Data Protection Legislation (as defined below). This clause is in addition to, and does not relieve, remove, or replace, a party’s obligations or rights under the European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to such party relating to the use of personal data (including, without limitation, the privacy of electronic communications) (“Data Protection Legislation”). 

12.2 Privacy policy. Within the framework of the business relationship, the Provider processes the personal data of the Operator (if applicable) and/or personal data of its employees, directors or other persons communicating with the Provider. Details of this processing can be found in the Privacy Policy, available from: https://www.scaleo.io/privacy

12.3 Data processing agreement. The Parties acknowledge that if the Provider processes any personal data on the Operator’s behalf when performing its obligations under this Agreement,  the Operator is the controller and the Provider is the processor for the purposes of the Data Protection Legislation. Such processing of personal data shall be governed by the Data Processing Agreement, available from: https://www.scaleo.io/data-processing-agreement

13. Termination

13.1 Term and renewal. The Agreement is concluded for the Term specified in the Service Order. This Term shall automatically renew at its end, unless either party refuses such renewal 30 days before the end of the Term.

13.2 Ways of termination. The Agreement concluded shall remain in effect until terminated by:

1. an agreement of the Parties;
2. a notice as determined in Clause 13.3;
3. a withdrawal as determined in Clause 13.5;
4. a termination of the legal entity (the Provider or the Operator) with liquidation. 

13.3 Notice. Both Parties may terminate the Agreement under these Terms at any time and for any or no reason by providing written notice to the other Party. Such notice may also be given via e-mail. The notice period will be 3 months, commencing on the first day of the calendar month following the month in which the notice is delivered, provided that the Agreement is not terminated by other means prior to the end of the notice period. In the event of such a termination by the Operator, the Operator is not entitled to any kind of refund for the unused portion of the Subscription Period, even when terminating in reaction of the changes of the Terms as per Clause 10.3. In the event of such a termination by the Provider, the Operator is entitled to a refund for the unused portion of the Subscription Period as of the day of termination.

13.4 Rejection of amendments. The Agreement may also be terminated if the Operator rejects amendments to the Terms as outlined in Clause 10.3. In such a case, the Operator is entitled to a refund for the unused portion of the Subscription Period as of the day of termination.

13.5 Withdrawal. Withdrawal from the Agreement under these Terms is permitted only in the following cases:

1. Violation of Terms by the Operator. The Provider may withdraw from the Agreement if the Operator fails to comply with or violates any of the provisions set forth in these Terms (incl. a failure to pay fees). In such an event, the Agreement and all rights granted to the Operator will terminate immediately upon the Provider`s sending of a written notice, including an email, specifying the reasons for the withdrawal. Upon such termination, any access granted to the Operator to use the Scaleo and/or its components will be revoked, and the Operator will no longer be entitled to use the Scaleo or the Master Account. The Operator is not entitled to any refund. 
2. Violation of Terms by the Provider. The Operator may withdraw from the Agreement if the Provider violates its obligations under these Terms in a particularly serious manner, specifically if the Provider permanently makes the Scaleo unavailable. In the event of such termination by the Provider, the Operator is entitled to a refund for the unused portion of the Subscription Period as of the day of termination.

13.6 Effectiveness of the withdrawal. The Operator's legitimate withdrawal from the Agreement is effective immediately upon the Provider receiving a written notice, including an e-mail, that unequivocally specifies the reasons for withdrawal. The Operator will be refunded the Subscription Fees paid for the period of time during which the Operator is unable to use the Service due to the withdrawal.

14. Confidentiality

14.1 Confidentiality. The Parties shall maintain the confidentiality of all facts and information obtained by them in connection with this Agreement. They shall not disclose any information to third parties except with the prior written consent of the other Party. The obligation of confidentiality under this Clause 14 shall survive the termination of the Agreement.  

14.2 Confidential Information. The obligation of confidentiality under this Agreement shall apply to all information provided under this Agreement as well as any documents, deliverables, summaries, and reports prepared by a party based on or using information provided under this Agreement ("Confidential Information"), except as provided in Clause 8.4 and 8.5 of these Terms.

14.3 Confidentiality of data in the Scaleo. The Parties expressly state that they consider all information, documents, and other data stored and maintained within the Scaleo to which the Operator gains access in the course of providing the Service, as a Confidential Information. This specifically applies to the Scaleo source code.

14.4 Exceptions. The following information shall not be considered Confidential Information:

1. any information that is general knowledge, or becomes general knowledge without violating this Agreement;
2. any information, which is disclosed with the prior express written consent of the Parties.

14.5 Duties of the Parties. In particular, the Parties are obliged:

1. to keep the Confidential Information confidential and deal with it solely in connection with the performance of their contractual obligations;
2. not to use the Confidential Information for their own use or for the use of third parties or to allow third parties to access such information;
3. immediately inform the other Party if it becomes aware that information has been or may be disclosed or misused by an unauthorized person.

14.6 Request for information by a public authority. A Party shall not be in breach of its obligations under this Clause 14 if it discloses Confidential Information pursuant to a decision of court or public authority. Such exemption applies only, if the respective Party, prior to disclosing Confidential Information, promptly notify the other Party in writing so that the other Party may defend to such disclosure. The obligated Party shall always disclose only that portion of the Confidential Information that is required by law or respective decision.

14.7 Information obligation. The Parties are obliged to inform each other upon request about the measures taken to prevent unauthorized or accidental access to Confidential Information as well as alteration, destruction, or loss of such Confidential Information. In the event of a breach of the security of Confidential Information, the relevant Party shall inform the other Party of such breach immediately.

14.8 Disclosure of Confidential Information. Confidential Information may be disclosed only to those who need access to the Confidential Information in order to provide the Service. 

14.9 Confidentiality of third parties. The Parties shall ensure that the persons referred to in paragraph 14.8 are bound by the confidentiality provisions of this Clause 14. The Parties further undertake to ensure that the Confidential Information shall not be disclosed to any person other than the persons referred to above. 

14.10 Breach of confidentiality. The parties acknowledge that the Confidential Information has significant value and contains trade secrets and proprietary information. The Parties may suffer substantial damages if any provision of Clause 14 is breached. The Party that breaches this Clause 14 shall undertake to compensate such damages in full.

14.11 Contractual penalty. In the event of a breach of any obligation under this Clause 14, the Parties agree on a contractual penalty in the amount of USD 10.000 for each individual breach of the obligation ("Contractual Penalty"). The Party that has breached the obligation shall be obliged to pay the Contractual Penalty to which the entitled party is entitled within 15 calendar days from the date of delivery of the demand for payment of the Contractual Penalty.

15. Final Provisions

15.1 Non-transferability. The Agreement under these Terms is binding upon the Provider and the Operator and the respective heirs, executors, beneficiaries, successors, and assignors, and the Operator is not entitled to assign the Agreement to any other party without prior express written consent of the Provider. 

15.2 Czech law. These Terms, the Agreement, and all other relations between the Provider and the Operator in connection with the provision of the Services are governed by the Czech law. 

15.3 Czech jurisdiction. In the event of any dispute regarding the validity, interpretation and/or execution of these Terms, the Agreement or any other relations between the Provider and the Operator in connection with the provision of the Services, the Parties agree that the courts of the Czech Republic shall have exclusive jurisdiction. However, the Parties agree that any disputes shall be primarily resolved amicably.

15.4 Communication through e-mail. Where these Terms mention an action has to be taken in writing, this condition is fulfilled by sending an e-mail. Such e-mail is deemed to be delivered on the date of transmission, excluding situations when a Party receives a notification e-mail stating a delivery failure. The Operator is obliged to keep a current and valid email address within their Master Account at all times.

15.5 Unenforceability. Any provision of these Terms which is deemed to be prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from these Terms, all without affecting the remaining provisions of these Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

15.6 Days. The term "days" refers to calendar days, including weekends and public holidays in the Czech Republic. The term "business day" refers to any day other than a Saturday, Sunday, or a public holiday in the Czech Republic.

15.7 Priority. In case of doubt, the rule of priority of documents is as follows: 1. Service Order, 2. Terms, 3. applicable laws.