Terms of Service
Last updated: December 21, 2018
Welcome to ScaleRep! This website located at scalerep.com (the “Site”) is owned and operated by ScaleRep Inc. (the “Company”).
The following terms of service (the “Terms of Service” or “Terms”) govern: (a) your access to and use of the Site; (b) any text, pictures, media, data, text, information and other materials or content (collectively, the “Content”) contained on or provided through the Site; (c) any payment made through the Site; and (d) all other Content, products or services provided by us to you, as more particularly described on the Site. These Terms of Service form an agreement between the Company (“us”, “we”, “our”) and you. The term “you” refers to the person or entity browsing, accessing, ordering, purchasing or otherwise using the Site or services (“use” or “using” in these Terms of Service will mean any of the foregoing).
BY USING THE SITE OR SERVICES, YOU: (A) REPRESENT AND WARRANT THAT: (I) YOU HAVE REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION, (II) YOU HAVE THE CAPACITY TO ENTER INTO BINDING OBLIGATIONS, AND (III) ALL INFORMATION SUPPLIED BY YOU TO US THROUGH THE SITE IS TRUE, ACCURATE, CURRENT, AND COMPLETE; AND (B) AGREE TO BE BOUND BY AND COMPLY WITH THESE TERMS OF SERVICE, AS UPDATED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 1. IF YOU ARE USING THE SITE OR SERVICES ON BEHALF OF ANOTHER PERSON OR A CORPORATE ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH PERSON OR ENTITY TO THESE TERMS OF SERVICE.
As a consumer, you have certain legal rights. The disclaimers, exclusions, and limitations of liability under these Terms of Service will not apply to the extent prohibited by applicable law. The laws of some jurisdictions, such as Quebec, do not allow the exclusion or limitation of legal warranties and representations made concerning goods and services (including exclusions or limitations relating to products that are faulty or not as described, or of incidental or consequential damages or other rights). For a full description of your legal rights you should refer to the laws applicable in your country or jurisdiction. Nothing in these Terms of Service will affect those legal rights.
Although the Site is accessible worldwide, the sales development software and other services including our sale services (collectively, the “Services”) offered on the Site may not be designed and tested for use in your country or jurisdiction. If you choose to use the Services, you do so on your own initiative and you are solely responsible for complying with applicable local laws in your country or jurisdiction. You understand and accept that the Site and the Services may not be designed for use in your country or in the country or jurisdiction you’re targeting leads and some or all of the features of the Site or the Services may not work or be appropriate for use in your country or jurisdiction. To the extent permitted by applicable law, we accept no responsibility or liability for any damage or loss caused by your access or use of the Site or the Services.
1. Changes to these Terms of Service and the Site
(a) Except where prohibited by applicable law, we reserve the right to change these Terms of Service at any time without notice. Your continued access to or use of the Site after any changes to these Terms of Service indicates your acceptance of such changes. It is your responsibility to review these Terms of Service regularly.
(b) We reserve the right to change the Site at any time, without notice.
2. Ownership of the Site and its Content
The Site and all of its content (“Content”), including all copyrights, patents, trademarks, service marks, trade names and all other intellectual property rights therein (“Intellectual Property”), are owned or controlled by the Company, our licensors, and certain other third parties. All rights, titles, and interests in and to the Content and Intellectual Property available via the Site is the property of the Company, our licensors or certain other third parties, and is protected by Canadian and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. The Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site. All rights not expressly granted to you in these Terms of Service are reserved.
3. Ownership of the Leads
Without limiting the generality of section 2, all Leads generated, enriched and / or engaged through the use of the ScaleRep Services are the property of ScaleRep and are owned or controlled by ScaleRep. All rights, titles, and interests in and to the Leads are the property of ScaleRep and is protected by applicable laws to the fullest extent possible. For clarity, this section does not apply to any leads that were originally provided by the Customer.
4. License to the Site and Services
Subject to these Terms of Service, we grant you worldwide, non-exclusive, non-transferable, non-sublicensable and revocable license during the Term to use the Site and the Services.
5. Access to the Site and Services
We retain the right, at our sole discretion, to deny you access to the Site and Services, at any time and for any reason, including for violation of these Terms of Service. You will cease and desist from any such access or use immediately upon request by us.
6. Your Data
We will not share any of your personally identifiable data with any third parties. You grant to us an irrevocable, worldwide, non-exclusive, royalty-free, fully paid-up, royalty-free, transferable and sublicensable license during the Term to access, collect, store and use any data, information, records and files that you load, give access to via an authorization framework or API, transmit to or enter into the Site (the “User Data”) to: (i) develop and enhance the Site and Services; and (ii) to produce data, information, or other materials that are not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Statistical Information”). We are free to create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.
7. User Account for the Site
To access certain features of the Site, you may be required to successfully sign up for a user account and be issued with a username and password login credentials (the “User ID”). If you are issued with a User ID, you will keep your User ID secure and will not share your User ID with anyone else. We reserve the right to disable any User ID issued to you at any time at our sole discretion. If we disable access to a User ID issued to you, you may be prevented from accessing the Site.
8. No Unlawful or Prohibited Use
Without limiting the generality of the foregoing, you will not (and will not attempt to):
(a) send, upload, collect, transmit, store, use, post, publish, or otherwise communicate on the Site (including any developer community forums) any data, information, pictures, videos, music or other materials or content that:(i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;(ii) you do not have the lawful right to send, upload, collect, transmit, store, use, publish, or otherwise communicate;(iii) is false, intentionally misleading, or impersonates any other person;(iv) is bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual;(v) is harmful to minors in any way or targeted at minors;(vi) violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or(vii) encourages any conduct that may violate, any applicable laws or would give rise to civil or criminal liability;(b) disable, overly burden, impair, or otherwise interfere with servers or networks connected to the Site (e.g., a denial of service attack); (c) attempt to gain unauthorized access to the Site; (d) use any data mining, robots, or similar data gathering or extraction methods, or copy, modify, reverse engineer, reverse assemble, disassemble, or decompile the Site or any part thereof or otherwise attempt to discover any source code; (e) use the Site for the purpose of building a similar or competitive product or service; or (f) use the Site other than as permitted by these Terms of Service. You are responsible to use the Site only in accordance with applicable laws and government regulations, including without limitation laws relating to the transmission of unsolicited commercial or marketing email.
(a) Payment. By using a credit card or other payment method accepted by us, you represent and warrant that you are authorized to use your payment method and that you authorize us (or our third-party payment processor) to charge your payment method for the total amount of your order (including any applicable taxes and other charges). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or canceled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your order, you can do so at any time by contacting us at: email@example.com
(b) Sales Tax. Depending on the order, we calculate and charges sales tax in accordance with applicable laws.
(b) You represent and warrant to us that the User Data will only contain Personal Information in respect of which you have provided all notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to: (i) make available the Site and Services; and (ii) create, use and disclose Aggregated Statistical Information for any purpose and without obligations of any kind.
(c) By using our Services, you agree and understand that we may store, share, process and use data collected from your order for the purposes of processing the order and performing other activities, tasks, and functions described in these Terms of Sale. You agree and understand that we may also share such data globally with its subsidiaries and third party service providers in connection with your order.
The downloading and viewing of Content is done at your own risk. We do not guarantee or warrant that the Site is compatible with your computer system or that the Site, or any links from the Site, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system that may be necessary as a result of your use of the Site.
12. Communications Not Confidential
We do not guarantee the confidentiality of any communications made by you through the Site. We do not guarantee the security of data transmitted over the Internet or public networks in connection with your use of the Site.
YOU ACKNOWLEDGE, UNDERSTAND, AND AGREE THAT:
(a) GENERAL DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES AND CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, RELIABILITY, CURRENCY, TIMELINESS, QUALITY, INTEGRATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, OR THAT THE SERVICES ARE OR WILL BE ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION.
(b) COMPLIANCE DISCLAIMER. WITHOUT LIMITING THE GENERALITY OF SECTION 13(A), WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS THAT THE SERVICES COMPLY WITH CANADA’S ANTI-SPAM LEGISLATION (“CASL”) AND THE U.S. CAN-SPAM ACT. IT IS YOUR RESPONSIBILITY TO ENSURE YOUR USE IS IN COMPLIANCE WITH CASL, THE U.S. CAN-SPAM ACT AND OTHER RELEVANT LEGISLATION AND REGULATIONS.
(c) THIRD PARTY PRODUCTS OR SERVICES DISCLAIMER. WHILE THE SITE MAY PROVIDE INFORMATION (INCLUDING LINKS TO WEBSITES AND OTHER CONTACT INFORMATION) RELATED TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, WE DO NOT ENDORSE ANY INFORMATION, PRODUCT OR SERVICES PROVIDED BY SUCH THIRD PARTIES NOR DO WE GUARANTEE THE QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PURPOSES OF SUCH INFORMATION, PRODUCTS AND SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE INFORMATION, PRODUCTS AND SERVICES PROVIDED BY THIRD PARTIES ARE NOT UNDER OUR CONTROL AND THAT YOU USE SUCH INFORMATION, SERVICES AND PRODUCTS ENTIRELY AT YOUR OWN RISK.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES OR OTHER LIABILITIES), WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM OR RELATED TO THESE TERMS OF SERVICE, THE SITE OR THE SERVICES. WE DISCLAIM ALL LIABILITY OF ANY KIND OF OUR LICENSORS AND SUPPLIERS.
TO THE EXTENT THAT THE FOREGOING LIMITATION IS NOT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THESE TERMS OF SERVICE, OR YOUR USE OF, OR INABILITY TO MAKE USE OF, THE SITE OR THE SERVICES EXCEED $100 USD. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THESE TERMS OF SERVICE WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.
You will defend, indemnify and hold harmless us and all of our officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including reasonable legal and accounting fees, arising out of or in connection with:
(a) your breach of any provision of these Terms of Service or any documents referenced herein;
(b) your violation of any law or the rights of a third party (including, without limitation, privacy or intellectual property rights); or
(c) your use of the Services in a manner that such Services are not designed for or intended to be used, as described in these Terms of Service and in any instructions or guidelines provided by us to you.
16. Term and Termination; Survival
(a) These Terms of Service will commence on the day you first use the Site or Services and will continue into force until terminated by either party (the “Term”). If the parties have entered into a Service Agreement, then these Terms of Service will continue into force until terminated pursuant to the Service Agreement. If the parties have not entered into a Service Agreement, then either party may terminate these Terms of Service as follows: (a) we may terminate these Terms of Service at any time and with immediate effect by giving notice to you, at our discretion, by email (at your current email address on file with us) or through the Site; (b) you may terminate these Terms of Service at any time and with immediate effect by requesting (by email or through any then-available interfaces on the Site) that your User ID be deleted, ceasing use of the Site or Services.
(b) The following Sections, together with any other provision of these Terms of Service which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of these Terms of Service, will survive expiration or termination of these Terms of Service for any reason: Sections 2 (Ownership of the Site and its Content), 3 (Ownership of the Leads), 6 (Data You Upload To Us), 10 (Privacy), 11 (Viruses), 12 (Communications Not Confidential), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16(b) (Survival), and 17 (General Provisions).
17. General Provisions
(a) Choice of Law. These Terms of Sale are governed by the laws of the State of California and the laws of the United States applicable therein, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Except as restricted by applicable law, you agree to submit to the exclusive jurisdiction and venue of courts in San Francisco, California, for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, if a dispute arises between you and us, you agree that you will notify us about any dispute you have with us related to these Terms of Service by contacting us.
(b) Entire Agreement. These Terms of Service constitute the entire agreement between you and us pertaining to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and us with respect to the Site and Services. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
(c) Waiver. Our failure to insist upon or enforce strict performance of any provision of these Terms of Service will not be construed as a waiver of any provision or right. A waiver of any provision of these Terms of Service must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.
(d) Force Majeure. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Service that are caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
(e) Export Restrictions. You acknowledge that the Services may be subject to applicable import and export laws and regulations. You will comply with such laws and regulations. At our request, you will sign written assurances and other export-related documents as may be required for us to comply with any applicable export regulations.
(f) Electronic Communications. You are communicating with us electronically when you use the Site or send email to us. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. When you register for an Account on the Site, we collect and store your email address. From that point forward, your email address is used to send you information about our Services unless you opt-out of such emails using the opt-out link in the emails.
(g) Notifications. We may provide notifications to you as required by law or for marketing or other purposes via (at its option) email to the primary email associated with your most recent order, sending mail to the address associated with your most recent order, or posting of such notice on the Site. We are not responsible for any automatic filtering you or your network provider may apply to email notifications. We recommend that you add firstname.lastname@example.org URLs to your email address book to help ensure you receive email notifications from us.
(h) Severable. If any of the provisions contained in these Terms of Service are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from these Terms of Service and all other provisions of these Terms of Service will remain in full force and effect.
(i) Assignment. You will not assign these Terms of Service to any third party without our prior written consent. We may assign these Terms of Service or any rights under these Terms of Service to any third party without your consent. Any assignment in violation of this Section will be void. The terms of these Terms of Service will be binding upon permitted assignees. These Terms of Service will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.
(j) English Language. It is the express wish of the parties that these Terms of Service and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.