Terms of Service

Last updated on December 23, 2024
1. Introduction

1.1 Terms. The purpose of these Terms is to define the rights and obligations regarding the use of Scaleo and our 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 that begin with a capital first letter are listed 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 consumers. 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 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 effectively conduct Affiliate Marketing. The Client acknowledges that it is fully responsible for how it conducts its business and 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 Client conducts its business in accordance with the law;
  2. has no contractual relationship with Affiliates and/or the Enquirers and does not interfere in any way with the relationship between Affiliates, Networks and the Enquirers;
  3. has no responsibility for the Clients’ obligations to the Affiliates or the Enquirers;
  4. is in no way responsible for any activities of Affiliates or the Enquirers towards Clients.

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 were last updated as of 23.12.2024.

2. Definitions

2.1. The “Affiliate” is a person who conducts the Affiliate Marketing for the Client.

2.2. The “Affiliate Marketing” is a marketing arrangement by which the Affiliate and/or the Client obtains a commission for securing a specific action (such as clicks, leads or acquisitions), generated from its referrals.

2.3. The “Agreement” is a binding, contractual legal agreement between the Provider and the Client.

2.4. The “Client” or “you” is an individual or business who concludes the Agreement and wants to run and manage Affiliate marketing through the Scaleo.

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

2.6. The “Enquirer” is an entity for whom the Client may provide Affiliate Marketing through Scaleo.

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

2.8. The “Order” means request for the Services submitted by the Client, which may be provided in one of the following ways:

  1. by submitting a free-form email or online chat, specifying all necessary details requested by the Provider;

  2. a request for the Services submitted via Website;

  3. submission of signed written service order to the Provider in the form made available by the Provider.

2.9. The “Parameters” are the variables mentioned in the Price list that determine the Subscription Fee.

2.10. 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 access to the Scaleo software.

2.11. The “Parties” are the Provider and the Client together, each individually referred to as the “Party.”

2.12. The “Pricelist” is a document which includes the Parameters, the Subscription Fee and all other fees to be paid by the Client based on the Services ordered, available from: https://www.scaleo.io/pricing

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

2.14. The “Services” are the services provided to the Client by the Provider under the Agreement.

2.15. The “Subscription Fee” is the recurring payment for provision of the Services.

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

2.17. The “Suggestions” has the meaning mentioned in Clause 8.4 of these Terms.

2.18. The “Term” is the time period for which the Agreement is concluded.

2.19. The “Terms” are these Terms of Service that govern the relationship between the Provider and the Client.

2.20. 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 and/or on the Website.

3.2. The Order. The Client may choose the appropriate Services on the Website. After filling out all the necessary details in the Order form and accepting these Terms, the Client needs to send the Order to the Provider through the Website, or by messenger, or by e-mail.

3.3. Acceptance. The Order does not form a binding agreement until the Provider provides its acceptance, either by sending a confirmation e-mail to the Client, providing access to Scaleo, signing service order form, or making access keys available to the Client.

3.4. Conclusion of the Agreement. The Agreement between the Provider and the Client is concluded upon the acceptance by the Provider as per Clause 3.3.

3.5. Commencement Date. The Provider agrees to make the Scaleo available to the Client at the latest within 5 working days after the Order is accepted by the Provider, subject to the fulfillment of any preconditions, including the payment of applicable fees by the Client. This does not necessarily mean that the Scaleo is ready to be used by the Client to the full extent (e.g. the Client’s Platform may need to be connected through API with the Scaleo).

3.6. No Delivery Obligations. The Client is solely responsible for accessing the Scaleo as per instructions sent by the Provider at the commencement date as per Sec. 3.5. The Provider has no further integration or delivery obligations with respect to the Scaleo.

3.7. Right of Refusal. The Provider reserves the right to not accept the Order, especially with regard to those who have previously violated the Agreement or these Terms.

3.8. No Client’s Terms. No terms or any other business form or agreement used by the Client will supersede, supplement, or otherwise apply to the Agreement.

3.9. Additional Services. If the Client wishes to order additional services from the Provider, it needs to order these Services through the Website (if available), through support as per Clause 1.6. or to amend existing service order.

3.10. Terms. The Client accepts these Terms in accordance with Clause 3.2. Without the acceptance of these Terms or entering into other written agreement between the Provider and the Client, the Client cannot use the Services.

3.11. 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 “Client” applies to the company, organization, or another legal entity.

3.12. Request for a Demo. Before concluding the Agreement, the Client may submit a request for a Demo of Scaleo via the Provider's website or by contacting the Provider through alternative channels, such as email or in-person communication. The Demo is solely for the Client to experience the functionality of Scaleo and its suitability for its purpose. Provider may terminate the Demo early at any time.

3.13 Client 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 Client is provided with the Master Account. The Master Account is created during the onboarding process either by the Provider or by the Client. The Client is required to submit complete and accurate information. The Client agrees to update such information as changes occur to ensure its accuracy and completeness.

4.2. Multiple accesses. Alongside the Master Account, the Provider can create other user accesses to the Scaleo per the Client's request. The Client 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 Client. The Client is not permitted to grant access to any third party in exchange for any form of remuneration or even for free. The Client's Master Account obligations shall apply accordingly to these additional accounts. If the Provider suspects that the Client 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 Client 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 Client does not provide the required clarification).

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

4.4. Accuracy. By using the Scaleo, the Client agrees that all registration information submitted will be truthful, accurate, current, and complete. The Client further agrees to maintain the accuracy of this information and update it promptly as necessary. If the Client 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. Other Rights and Responsibilities

5.1. Cooperation. The Client agrees to provide full cooperation to the Provider until the Agreement terminates, including timely access to necessary resources, data, and personnel required to provide the Services.

5.2. Whitelabeling. On the Website, the Provider allows basic customization options to the Client. These can include:

  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. Remuneration. The Client shall pay the Provider a remuneration for the provision of the Services, consisting of:

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

6.2. Subscription Fee and Billing Period. The Subscription Fee is always paid for a specific Billing Period. The Subscription Fee is determined in accordance with the Pricelist. Billing Period can be the same as the Term or shorter. If the Billing Period is shorter than the Term, then you agree to pay the Subscription Fee for each Billing Period until the end of the Term.  The Billing Period starts on the commencement date as per Clause 3.5. and ends on the last day for which the Subscription Fee is paid, as agreed (Billing period is usually monthly, quarterly or annually).

6.3. Change of Subscription Fee by Client. The Client may request a change of its current applicable subscription plan by sending a request to Provider. New subscription plan and  Subscription Fee shall apply from next Billing Period. The subscription plan and Subscription Fee may be reduced only after 3 consecutive months of current subscription plan use.

6.4. Pricing  changes by Provider. The Provider reserves the right to change its Pricing. The Provider will notify the Client in writing of a Subscription Fee change at least 30 days prior to changes becoming effective.

6.5. One-time payments. Besides the Subscription Fee, there are Services for which one-time payments are required. These Services must be ordered through the Website or otherwise agreed upon by the Parties and will be paid in accordance with the Pricelist or the Parties’ agreement.

6.6. Payment. Subscription Fee is payable in advance before the provision of the Services — e.g., the day before the start of the Billing 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. When authorizing a debit or credit card payment, the Client authorizes the Provider to automatically charge the Subscription Fee for the following Billing Period, until the Agreement terminates or until the Client removes the debit or credit card information to enable these recurring payments. Removal of this information does not result in the termination of the Agreement. However, the Provider is entitled to suspend the Services when this information is removed, or the debit or credit card cannot be charged (e.g., when it expired or has insufficient funds).

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

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

6.9. Invoice. The Provider will issue an invoice in EUR or USD, depending on the Client's registered office. 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.

6.10. Conversion. All amounts in the Pricelist are in USD and exclusive of all applicable taxes, including VAT, unless specifically mentioned otherwise. In the event that the Client wishes to be invoiced and paid in EUR, the USD amounts will be converted to EUR at the current ECB foreign exchange reference rates.

6.11. Bank charges. All bank charges related to payments under these Terms shall be settled in SHA mode, meaning the Client and the Provider will each bear their own bank's charges.

6.12. Default on payments. In the event that the Client 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 Client 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 Client can negotiate higher support availability and guaranteed response times in a separate SLA.

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 Client. 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 Client 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 Client 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 or recommended, or are specifically prohibited under these Terms;  
  2. Unauthorized Use: if the issue is caused by the Client 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 Client, the Client'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 Client's systems by viruses or malicious software, strikes or work stoppages by the Client'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 Client 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 Client 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 Client 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 Client'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 applicable law to provide Services through the Scaleo, the Provider grants the Client 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 Client is not permitted to sub-license the license.

8.4. Rights to Suggestions. The Provider strives to continuously improve the Scaleo. The Client 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 Client 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 Client. Where full assignment of rights is not valid under the applicable intellectual property law, Client 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 Client’s original creation or that the Client has the right to provide such Suggestions. The Client 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 Client as a business reference. For this purpose, the Client grants the Provider a license to use the Client’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 Client’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 Client uploads its Trademarks or other intellectual property into the Scaleo to brand it with its brand identity, Client warrants that it owns the rights to the Trademarks or has obtained all necessary permissions to use such Trademarks. The Client 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 Client 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 Client. The Client 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 Client 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 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 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 the Services, not renew the Term of the Client or to terminate the Agreement and stop the provision of the Services without prior notice and with immediate effect when the Client engages in conduct deemed by the Provider as prohibited. In such a case, the Client 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 when the Client 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 Client 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 Client 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 Client 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 Client 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 Client and the Provider agree that the Provider may modify these Terms to the appropriate extent. The Provider will notify the Client of any changes to the Terms via e-mail and/or a notification displayed in the Scaleo. It is the Client's responsibility to review any new changes to the Terms. The Client 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 Client 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 Client 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 Client’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 Client for the unexpired Billing 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 Client 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, or as agreed individually by the Parties in an SLA or other binding written 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 Client 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 Client agrees that under no circumstances shall the Provider be liable to the Client or any other person or entity claiming through the Client for any inconvenience, direct or indirect damages, including loss of profits or other damages arising out of or in connection with the Client'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 Client 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 Client's economic results;  
  5. property damage, of any nature, resulting from the Client'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 Client (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 Client 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 Client.

11.8 KYC compliance. The Client represents and warrants that it will comply, where it is relevant to the business activity performed by the Client, 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 Client operates.

11.9 Compliance with regulatory framework. The Client 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 Client, with all applicable regulatory frameworks in the US, EU, and other jurisdictions where the Client operates, as relevant to its business activities. The Client acknowledges that its business activities may be subject to specific regulatory requirements, including but not limited to 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 Client (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 Client's behalf when performing its obligations under this Agreement, the Client 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 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;  
  3. a withdrawal;  
  4. a termination of the legal entity (the Provider or the Client) with liquidation.

13.3. Notice. Both Parties may terminate the Agreement under these Terms at any time and for any or no reason through the Website, by providing written notice or via email. Upon notice, the Agreement will be terminated at the end of the Term, provided that the Agreement is not terminated by other means prior to the end of the Term.

13.4. Rejection of amendments. The Agreement may also be terminated if the Client rejects amendments to the Terms as outlined in Clause 10.3. In such a case, the Client is entitled to a refund for the unused portion of the Billing 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 Client. The Provider may withdraw from the Agreement if the Client 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 Client 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 Client to use the Scaleo and/or its components will be revoked, and the Client will no longer be entitled to use the Scaleo or the Master Account. The Client is not entitled to any refund.
  2. Violation of Terms by the Provider. The Client 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 Client is entitled to a refund for the unused portion of the Billing Period as of the day of termination.

13.6. Effectiveness of the withdrawal. The Client'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 Client will be refunded the Subscription Fees paid for the period of time during which the Client is unable to use the Service due to the withdrawal.

13.7. Your data. After the Agreement is terminated for any reason, or when the Master Account is cancelled by the Client, all your content will be immediately deleted from the Scaleo. This content cannot be recovered.

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 Sections 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 Client gains access in the course of providing the Service, as 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 notifies the other Party in writing so that the other Party may defend 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 Clause 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 Client and the respective heirs, executors, beneficiaries, successors, and assignors, and the Client 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 Client in connection with the provision of the Services are governed by 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 Client 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 Client 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. The Order confirmation, 2. The Order, 3. Terms, 4. applicable laws.