Terms of Service

Welcome to ScaleRoad, a platform for researching, tracking and managing investments in a structured and organized way.

By accessing, using or attempting to use ScaleRoad you agree to these Terms of Service, along with the Privacy Policy and Cookie Policy.

Terms of Service in other sections apply generally to all Service and to all Users (as defined in Section 1). All the terms are important and together create this Agreement that applies to you. If you find anything in this text that you do not agree with, please stop using ScaleRoad immediately and/or delete your account.

IN ADDITION, THESE TERMS INCLUDE A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER IN SECTION 22 OF THE Terms of Service. YOU ALSO UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SCALEROAD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. THESE PROVISIONS AFFECT YOUR RIGHTS TO RESOLVE DISPUTES WITH SCALEROAD AND WE STRONGLY SUGGEST YOU REVIEW IT CAREFULLY.

If you have become a User of any of the paid plans which are no longer offered on ScaleRoad ("Previous Plans"), you are entitled to continue to use ScaleRoad per such Previous Plan in accordance with Section 8A.

1. Definitions

When we say "Admin" we are referring to the User who is either the "Owner" (the person who created the Account) or to anyone who was assigned an Admin role (for enterprise/institutional accounts).

When we say "Agreement" we mean the contract comprising these Terms of Service (as amended from time to time in accordance with Section 4), Privacy Policy, Cookie Policy, Pricing Plan, and any supplemental license terms that accompany the Software and any terms linked in this document.

When we say "ScaleRoad" or "Software", we refer to the ScaleRoad web app (https://app.scaleroad.com), its updates, upgrades, enhancements, modifications, extensions, new features and possible replacements provided by ScaleRoad, now existing or later developed, and other programs and tools, developed in conjunction therewith, including:

— Cloud-based service, whereby ScaleRoad is making available the Software (in the form of web app), the User Account and the Content on-demand.

— All of the other now existing or later developed forms of Software (related mobile apps, desktop apps and extensions as well as other computer programs ScaleRoad makes available in conjuction therewith)

— Set of APIs that enable the User community, including application developers and website operators, to retrieve data from ScaleRoad or provide data to us (Platform).

When we say "Content" we mean all ScaleRoad's features and technical resources available to Users, including but not limited to information, data, text, photographs, videos, audio clips, software, scripts, graphics and interactive features generated, provided, or otherwise made accessible on or through ScaleRoad.

When we say "Enterprise" we mean a User of ScaleRoad which is a legal entity.

When we say "Extra Features" we mean features that are not included in the lower Paid Plans and that require a subscription to one of the higher Paid Plans.

When we say "Intellectual Property Rights" we mean any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or another intellectual property right, and all similar or equivalent rights or forms of protection, in any part of the world.

When we say "Party" or "Parties" we refer to ScaleRoad and/or User.

When we say "Paid Plan" we mean any subscription plan that we charge as explained on our pricing page.

When we say "Price Plan" we refer to the description of a set of features for each Paid Plan, available on our pricing page.

When we say "Privacy Policy" we refer to ScaleRoad's personal data protection policy available on our privacy policy page.

When we say "Cookie Policy" we refer to ScaleRoad's personal cookie policy available on our cookie policy page.

When we say "Regular user" we are referring to a User who has been invited, permitted or caused to have access to an Account by Admin.

When we say "Seats" we mean the number of Users in the Institutional Plan.

When we say "Service" we mean making ScaleRoad available in any version (now existing or later developed), in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs and tools.

When we say "Subscriber" we mean User to whom a Subscription Plan belongs.

When we say "Subscription Plan" we mean different sets of Content provided on ScaleRoad and priced differently, as explained on our pricing page.

When we say "Subscription Term" we mean period for which the Paid Plan is made available to a Subscriber, provided Subscriber adheres to the obligations arising from the Agreement. The subscription can be either monthly or annual.

When we say "Terms of Service"or "TOS" we mean these rules that govern the use of the Service.

When we say "User", "You", "you" and "your" we refer to any person or entity, other than ScaleRoad, that uses, accesses, downloads, saves, installs, possesses, controls, or receives the Service or the Software or any part thereof. Users should interpret the term as referring to them unless the context suggests otherwise.

When we say "User Account" we mean an account provided by ScaleRoad, whose purpose is to allow User to access and use Content or certain parts of it and create User Content.

When we say "User access levels" we mean two main different roles a User may have:

— Admins, who own the Account and can see and edit everything

— Regular users, whose roles and access levels are provided by admins who added them.

When we say "User Content" we mean any content provided by User in Account or anywhere else on ScaleRoad, including any entered, recorded, stored, used, controlled, modified, disclosed, transmitted or erased information and data.

When we say "User's device" we mean any hardware system, whether physical or virtual, with an internal storage device capable of running the Software.

When we say "Website" we mean the websites located at https://scaleroad.com, as well as the related mobile apps and desktop apps and all browser extensions (now existing or later developed) collectively or each of them individually.

2. Who Can Use ScaleRoad?

The Service is solely intended for those who have full legal capacity.

If you are a natural person, you need to be at the age of majority (legal age) to be able to use the Service. Legal age depends on the national legislation applicable to the User (probably you need to be 18 years old). By using the Service, you represent that you are of legal age. If you are not at the required age, please stop using the Service or ScaleRoad immediately.

An Admin must ensure that any Regular user, who is a natural person, whom he causes to become a User (for example, by inviting the person to access the Service) has full active legal capacity.

If you are an individual User, or are accessing the Service or Software, or are otherwise browsing the Website, this Agreement is between you, individually, and ScaleRoad.

If you enter this Agreement on behalf of Enterprise, you warrant that:

(1) You have the full legal authority to bind the Enterprise to TOS;

(2) You have read and understood the TOS;

(3) You represent that you have the Enterprise's permission and authority to use the Enterprise's User Content;

(4) You agree to TOS on behalf of the Enterprise that you represent.

Please note that, if you subscribe to the Service with an email address from the Enterprise (containing corporate email domain), you will be deemed to represent such Party and the word "User" or "You" in these TOS will refer to such Enterprise.

In this case, Enterprise and the individual who subscribed on behalf of the Enterprise are jointly responsible for the use of the Service and Software.

If You subscribe to the Service with a personal email address and there is no formal affiliation to an Enterprise, You will be deemed User and not the Enterprise.

ScaleRoad reserves the right to manage its User profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide Service to certain groups parties, industries, or companies in certain countries, in its sole discretion.

Unless otherwise agreed to by You and ScaleRoad, in the case of Enterprise, during the Term, ScaleRoad may disclose your business name as a User of ScaleRoad and/or subscriber to the Service, and You hereby grant ScaleRoad the right to display your name, company, and logo in ScaleRoad's marketing materials and on ScaleRoad's public website, in each case in accordance with any branding guidelines You may provide to ScaleRoad.

If You integrate with ScaleRoad using our API, You must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as determined solely by ScaleRoad. If this occurs, ScaleRoad reserves the right to throttle your API connections or suspend or terminate your ScaleRoad account.

3. Consent and the Service

User shall be bound by this Agreement in any of the following situations, whichever occurs first:

(1) Upon creating a User Account (including when being invited by the Admin). Creating a User Account entails an obligation to verify the User's email.

(2) If User agrees to or is deemed to have agreed to the Agreement. Any use, access or attempt to use or attempt to access the Software or the Service shall be considered deemed to agree.

We will make the Service available to You pursuant to this Agreement and the applicable plan You have chosen. We will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except (a) during planned downtime (of which we will give advance notice); or (b) for any unavailability caused by circumstances beyond our reasonable control, including, for example, a force majeure event; or (c) as necessary to update the Service to ensure its security and integrity and provide the Service only in accordance with Applicable Law. Downtime excludes performance issues with individual features, external network or equipment problems outside of our reasonable control, or issues that are related to external apps or third parties.

You acknowledge that ScaleRoad may modify the features and functionality of the Service during the Term of the Agreement. ScaleRoad shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.

If You are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, You agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.

4. Agreement Amendments

ScaleRoad may revise and update these Terms of Service or any part of Agreement at any time.

You are cautioned to review the Terms of Service posted on the Website periodically. Any changes shall enter into force upon being published on the Website (including via the User Account) and/or after at least 10 days after you have received a notification from us via email. Your continued access or use of the Website after any such change will constitute your acceptance of these changes. If you do not agree to the new terms of Agreement, and you have not subscribed to any of the Paid Plans, you must stop using ScaleRoad and delete your account.

If you are subscribed to any of the Paid Plans, the existing Agreement will continue to be valid until the expiration of the then-current billing term (for example, until the expiry of the month for which Client has already made payment to ScaleRoad), unless the Parties agree otherwise (including the agreement which entails an implicit consent by the User's continued use).

5. Electronic Communications

By accepting these TOS, you agree to this electronic contract. In addition, by visiting or sending emails to ScaleRoad constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email, satisfy any legal requirement that such communications be in writing.

Please note that notifications about any amendment of TOS by Article 4 (Agreement Amendments) or any material change to the Service or the Agreement will be sent to your email, as stipulated in Article 19 (Notifications). We have a legal obligation to inform you about the change of the terms so you can decide whether to continue using the Service. Such correspondence does not constitute marketing or promotional emails, and you cannot unsubscribe from receiving such notifications. If you do not wish to receive such notifications, you need to terminate the Agreement by deleting your account.

6. Intellectual Property

Unless otherwise indicated in the Agreement, the Service, ScaleRoad and its entire Content (including but not limited to the original source code, Website copy, images, graphic elements, design, databases, logo or other signs, domain, trade name and business name, trademarks or service marks, any customized work and other related materials) are protected by Intellectual Property Rights of ScaleRoad.

Users have only the rights specified under Section 7 of this Agreement. Users may not acquire any other Intellectual Property Rights under this Agreement. ScaleRoad is made available on a limited-access basis, and no ownership right may be conveyed to any User, irrespective of the use of terms such as "purchase" or "sale" in TOS or anywhere on the Website.

Any unauthorized use of the Content and/or any part of it, without the permission of the owner of Intellectual Property Rights, shall be deemed an infringement of Intellectual Property Rights. ScaleRoad will take all legal remedies to protect its Intellectual Property Rights immediately upon the knowledge of such unauthorized use.

ScaleRoad also reserves all Intellectual Property Rights not expressly granted in this Agreement.

7. Authorization to Use

If you are a natural person using ScaleRoad, in consideration of your acceptance of this Agreement and your payment of all applicable fees, ScaleRoad grants you a personal, limited, non-exclusive, non-transferable, revocable authorization to access and use the Service for your personal purposes in accordance with the Agreement and any other instructions on the Website.

If you are an Enterprise using ScaleRoad, in consideration of your acceptance to this Agreement and your payment of all applicable fees (if you choose to subscribe to a Paid Plan), ScaleRoad grants you a limited, non-exclusive, non-transferable (or restrictedly-transferable), revocable authorization to access and make use of the Service solely for your internal business purposes, in accordance with the Agreement and any other instructions on the Website.

Nothing in this Agreement obligates ScaleRoad to deliver or make available any copies of computer programs or code to the User of ScaleRoad, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules and regulations.

The authorization to access enables:

(1) Admin: the right to use the Free Trial of the Service in accordance with the Section 9 of the Agreement or to use all features in accordance with any Paid Plan and to provide a limited set of its rights to the Regular user with whom they shared their User Account.

(2) To the Regular user: the right to access and use their User Account in accordance with the Agreement and any Paid Plan, whose benefits the Admin is entitled to enjoy provided such User complies with TOS.

Any other use of the Software or the Service, not specifically mentioned in this Agreement, by any User, is forbidden. For example, the authorization to use does not give you any right to, and You may not:

(i) publish, copy, rent, lease, lend, sell, create derivative works or transfer in any way the Software, Website, Service or any portion(s) of the foregoing;

(ii) distribute, transmit, publish or otherwise disseminate the Software, Website, Service or any portion(s) of the foregoing;

(iii) attempt to access or derive the source code or architecture of the Software or work around any technical restrictions or limitations in the Software;

(iv) reverse engineer, decompile, or disassemble the Software, or attempt to do so;

you may not use any features in any way that could interfere with anyone else's use of them, or to try to gain access to or use any service, data, account, or network, in an unauthorized manner;

(vi) attempt to probe, scan or test the vulnerability of the Website, Service and/or Software, or any associated system or network, or to breach any security or authentication feature or measures, and, if you are blocked by ScaleRoad from accessing the Site, Software or Service (including by blocking your IP address), you will not implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).

8. Subscriptions

By creating a User Account at ScaleRoad you automatically start your Free Trial. You may choose to switch to any Paid Plan after the Free Trial period of 14 days ends, or at any other time. Once you choose to do so, we start to apply the respective subscription fees in accordance with the applicable Paid Plan.

Anyone who subscribes to any Paid Plan or anyone who permits or causes another person to make an order on their behalf will be liable for the payment arising from such a subscription. The same rules will apply to anyone who permits to be designated as a payer for a Paid Plan.

Paid Plans for ScaleRoad are charged either monthly or annually, as chosen upon subscription.

If a Subscriber has filled out all available seats in the account, the Subscriber can purchase additional seats. The Subscriber may not invite new Users before adding a sufficient number of seats.

All payments for the Paid Plan are due in advance by the first day of the billing period.

Prices set out in the Price Plan are subject to change at any time. Any price may change at any time and will become binding on the Subscriber upon the following conditions:

(1) ScaleRoad has sent a 7-days-period-notice;

(2) The User did not unsubscribe from the Paid Plan within such a period or by the end of the then-current Subscription Term, whichever date is later.

Such notice may be sent to a Subscriber by email to your most recently provided email address or posted on the Website or by any other manner chosen by ScaleRoad in its commercially reasonable discretion. You will be deemed to have received any such notice that is posted on the Website on the day following the date it was posted.

8A. Users of Previous Plans

This Section applies to the Users who have subscribed to ScaleRoad and have continued to use ScaleRoad per any of the Previous Plans.

These Users are entitled to continue to use the Service under one of the Previous Plans and the previous version of the TOS shall remain applicable to such Users, in sections which define Previous Plan, the subscription and payment for such plans. In all other aspects, the new TOS will be applicable.

If the User decides to cancel their subscription to one of the Previous Plans or delete the User Account on ScaleRoad, from the moment of cancellation or deletion of the User Account, the User will not be able to subscribe to any of the Previous Plans anymore, but only to the available plans within the current Price Plan.

Notwithstanding the provisions above in this Section, ScaleRoad retains sole and exclusive right to cancel Previous Plans at any time under terms of the Agreement.

9. Promotional Trial-Periods

ScaleRoad sometimes offers a free trial period (hereinafter: "Free Trial") as explained on the Website or otherwise. During the Free Trial, Users are subject to TOS except as otherwise stated in such offers. ScaleRoad reserves the right, in its sole discretion, to determine the eligibility of a User for Free Trial. Free Trial Users may, at any time choose not to continue to a Paid Plan by cancelling before the end of the Free Trial.

ScaleRoad may require a User to have a valid payment instrument, such as a credit card or other permitted payment method before using the Free Trial. In this case, we may validate that payment method, including by requesting a temporary authorization from the financial institution issuing your payment instrument. If we determine that your payment instrument is invalid, without limiting any of our other rights, we may revoke any benefits, You may have received as part of the Free Trial.

The User will not be eligible to participate in any Free Trial for an Account in relation to which the User has already been subscribed to any Paid Plan.

10. Payment

Anyone who subscribes to Service or anyone who has permitted or caused another person to make a subscription on their behalf is deemed to have agreed to and accepted liability for the payments under such Paid Plan.

User must keep all the billing data complete and accurate (such as a change in billing address, credit card number or credit card expiration date) and must promptly notify ScaleRoad if payment method has changed (for example, for loss or theft) or if User becomes aware of a potential breach of security, such as the unauthorized disclosure or use of name or password. If User fails to provide any of the foregoing information, User agrees that ScaleRoad may continue charging for any use of the Service unless User has terminated Agreement as set forth herein.

All sums payable to ScaleRoad hereunder shall be paid in full, without deducting or allowing the deduction of any currency conversion, wire transfer, remittance, applicable tax or other charges related to the payment.

The payment of the Service shall be made before the commencement of the Subscription Term.

If your Paid Plan involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your subscription, you understand it will automatically continue and you authorize us (without notice to you, unless required by the applicable law) to collect the then-applicable fees and any taxes using any credit card we have on record for you.

You hereby authorize ScaleRoad to charge to your designated account, relating to the Service you select, and you agree to pay all such fees in accordance with the TOS.

If your default payment instrument is declined for any reason, we may deny access to the Paid Plan immediately.

The fees are exclusive of any VAT or other taxes and public duties, save where ScaleRoad has explicitly stated to the contrary. It is each User's responsibility to bear all public duties related to the purchase of the Service.

All payments are handled by a third-party payment gateway. ScaleRoad is not responsible for the processing of Client's payment and shall not be liable for any matter in connection therewith.

Paid fees are non-refundable. If the Agreement or a Paid Plan is terminated or varied during a certain billing period, the User shall not be entitled to any refund concerning that billing period. In addition, payments made for the future billing periods will not be refunded unless the Parties explicitly agree otherwise.

You understand that cessation of use of the Service will not entitle you to any refund.

11. Upgrading or Donwgrading Plan

A. Upgrading Subscription

As a User of ScaleRoad, you may upgrade your plan at any time.

Plans may be upgraded as follows:

(1) Upgrading to a (higher) Paid Plan: You are instantly being charged for the next Subscription Term on a pro rata basis and you obtain immediate access to all features for the (higher) plan. Your next billing date is after the expiry of the Subscription Term starting from the next day from the day payment has been made.

(2) Upgrading from the monthly Paid Plan to the annual Paid Plan: You are instantly being charged for the next year on a pro rata basis. Your next billing date is after a year starting from the next day from the day payment has been made.

(3) Increasing the number of seats: We charge for the new seats on a pro rata basis for that billing period and the total (increased) number of seats from the next billing period. Please note that the number of seats can only be equal to or higher than the number of active users. Once you fill up all the seats, you need to add more seats before inviting others.

B. Donwgrading Subscriptions

As a Subscriber, you may downgrade your Paid Plan at any time.

Plans may be downgraded as follows:

(1) Downgrading to a lower Paid Plan: After your then-current Subscription Term expires, your access to the extra features offered in the current Paid Plan will be denied, you will be charged for the lower Paid Plan, based on the Subscription Term you chose and you can continue to use the lower Paid Plan.

(2) Downgrading from annual Paid Plan to monthly Paid Plan: After your annual Subscription Term expires, you will be charged for the monthly Subscription Term and you can continue to use the same Paid Plan.

(3) Downgrading from the annual lower Paid Plan to the monthly higher Paid Plan: You obtain instant access to extra features in the higher Paid Plan. The payment made for the annual plan is being calculated on a pro rata basis. Depending on the balance, you may obtain credit on ScaleRoad or you may be charged instantly for the outstanding payment for the monthly Paid Plan. In the event you have the remaining credit, such credit will be applied against the amounts payable for the next billing term. There is no possibility to claim a refund.

(4) Reducing the number of seats You may downgrade the Paid Plan by reducing the number of seats, in which case, after your then-current billing term expires, you will be charged based on the new number of seats for the next billing period. There is no possibility to obtain a refund for the reduction of the number of seats for the payment of the then-current billing term.

If you wish to cancel or downgrade your Paid Plan you may do so via your User Account. The Price Plan will be canceled/downgraded upon the expiry of the then-current billing period.

If you wish to add new users before the expiry of the then-current billing period, please contact support@scaleroad.com, and we will terminate the current Paid Plan earlier. However, please kindly note that earlier termination does not entitle you to a refund.

12. Acceptable Use

To use ScaleRoad, each User must comply with these rules of acceptable use:

— User must provide complete information for registration purposes.

— User must provide accurate and up-to-date information. The User has to use accurate contact information. Using false identity is strongly prohibited.

— User will prevent any other person from using that User's account. Use of the account by more people is prohibited.

User must maintain the security of the account and password, and share it solely with the authorized persons. User is responsible and liable for any use of the Website, Service or ScaleRoad through User's account, whether authorized or unauthorized. ScaleRoad cannot be held liable for any loss, damages or expenses incurred due to User's failure to comply with this obligation. User will be liable for all losses, damages, liability and expenses incurred by ScaleRoad or a third-party as a consequence of authorized use of the account. If you become aware of any unauthorized use of your account on ScaleRoad, you need to immediately notify us by sending an email to support@scaleroad.com

— User will not engage in activity that violates the privacy of others, or any misuse or unlawful processing of personal data, nor will publicly display or use ScaleRoad to share inappropriate content or material. The User may not violate any applicable law or regulations in connection with your use of the Website, Service or Software.

— User will not access the Service or the Software to build a competitive product or service, to build a product using similar ideas, features, functions or graphics, or to copy any ideas, features, functions or graphics.

— User will not engage in web scraping or data scraping on or related to the Software or the Platform, including without limitation collection of information through any software that simulates human activity or any bot or web crawler.

— User will not automate access to the Website or the Service, including, without limitation, through the use of APIs, bots, scrapers or other similar devices.

All Users are fully responsible for all the activities that occur under their User Accounts.

13. User Content, User Data and Personal Data Protection

13.1. Lawful Use of the User Content

Users are also solely responsible for all text, documents, User Data (as defined in Section 13.4), or other User Content or information uploaded, processed, entered, or otherwise transmitted in connection with your use of the Service and/or Software. By accepting this Agreement, each User warrants, represents, and covenants that the User owns or has a valid and enforceable license to use all User Content. User Content will not infringe, misappropriate or violate the rights of any person or entity, or any applicable law, rule, or regulation of any government authority of competent jurisdiction. Without limiting the foregoing, any feature(s) of the Service and/or Software that may permit you to temporarily save or otherwise store User Content is offered for your convenience only and ScaleRoad does not guarantee that the User Content will be retrievable. You are solely responsible for saving, storing, and otherwise maintaining User Content including by maintaining backup copies of your User Content on appropriate independent systems that do not rely on the Service and/or Software.

ScaleRoad allows you to store or share User Content or obtain access to the User Content from other Users. Nevertheless, if a User submits, uploads or creates content as a Regular user on a shared Account, User acknowledges and accepts that Admin of that Account has exclusive, non-transferable and irrevocable license to access, copy, modify and/or remove such content, including but not limited to adding or removing User from the team or enabling or disabling their or third-party integrations.

ScaleRoad reserves the right to refuse, limit or cancel the Service, terminate User Accounts, or remove or edit User Content at its sole discretion. Therefore, when investigating alleged violations of this Agreement, ScaleRoad reserves the right to review your User Content to resolve the issue (such as to prevent harmful or illegal activity). ScaleRoad may also access the User Content when providing technical support or when performing other legal obligations under this Agreement.

Nevertheless, ScaleRoad has no obligation to monitor User Content (and will make no attempt to do so) and has no obligation to remove any User Content.

ScaleRoad cannot be held responsible for any loss, damage, expense or other harmful consequences to any User resulting from User Content.

13.2. Risk of Exposure

The User recognizes and agrees that providing and using cloud-based services involves risks of unauthorized disclosure or exposure and by accessing and using the Software, the User assumes such risks. ScaleRoad offers no representation, warranty, or guarantee that User Data (as defined in Section 13.4) will not be exposed or disclosed through errors or the unlawful actions of third parties.

13.3. Data Accuracy

ScaleRoad will have no responsibility or liability for the accuracy of data uploaded to the Software by User, including without limitation User Data (as defined in Section 13.4) and any other data uploaded by Users.

13.4. Use of the User Data

For the purpose of TOS, "User Data" shall mean data in electronic form input or collected through the Software or Service by or from any User (in the broadest possible interpretation of the term), including without limitation personal data (as defined in Privacy Policy).

Unless it receives User's prior written consent, ScaleRoad:

(a) shall not access, process, or otherwise use User Data other than as necessary to provide the Service and use of Software or as stipulated in DPA (as defined in Privacy Policy);

and

(b) shall not intentionally grant any third-party access to User Data, including without limitation ScaleRoad's other Users, except subcontractors that are subject to a reasonable nondisclosure agreement.

Notwithstanding the foregoing, ScaleRoad may disclose User Data as required by applicable law or by proper legal or governmental authority. ScaleRoad shall give the User prompt notice of any such legal or governmental demand and reasonably cooperate with the User in any effort to seek a protective order or otherwise to contest such required disclosure, at the User's expense. As between the Parties, the User retains ownership of User Data.

13.5. Compliance with Data Protection Laws

Providing the Service by ScaleRoad involves processing the User's personal data (as defined in Privacy Policy) including the processing of personal data of Users who have been invited or enabled to use ScaleRoad by an Enterprise. The purposes and means of processing are determined by the User (including the Enterprise) and not by ScaleRoad, making the User or Enterprise the data controller. By providing the Service ScaleRoad acts as a data processor and processes personal data on behalf of and according to instructions given by the User or Enterprise. Despite all other provisions of the Agreement, it is in the User's or Enterprise's full responsibility, according to the all applicable privacy legislation, to ensure the legal grounds for processing the personal data as defined in Privacy Policy), as well as to properly assess the proportionality of the personal data processing. By signing or consenting to the TOS, the User or Enterprise warrants and grants to ScaleRoad that the User or Enterprise has secured a valid purpose and legal basis to process personal data via the Service. The User (including the Enterprise) warrants and grants that it has informed the data subjects on all aspects of the processing via the Service or the Software before processing has started and has enforced proper policies and/or has undertaken necessary steps if stipulated by the applicable data protection legislation (such as, for example, undertaking DPIA).

Each User and Enterprise understand and accepts that ScaleRoad functionalities are not meant to be used for the processing of any special categories of personal data (including racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic or biometric data, health data, sex life or sexual orientation).

The User or Enterprise shall indemnify, defend and hold harmless ScaleRoad in full and on-demand from and against any and all liabilities, claims, demands, damages, losses or expenses (including legal and other professional adviser's fees and disbursements), interest and penalties incurred by ScaleRoad arising out of or in connection with the User's or Enterprise's breach of the obligations stipulated in this paragraph.

13.6. Consequences of the Illegal User Content

In the event ScaleRoad becomes aware of the illegal User Content, activities that infringe anyone's Intellectual Property Rights or personal data or any other right, or activities that infringe these Terms of Service, ScaleRoad may, in its sole discretion, disable, close, temporarily or permanently limit access to any User Account without any notice. ScaleRoad may not be liable for any loss, damages or undesirable consequences resulting from such action.

ScaleRoad may permanently erase User Data if the User Account is delinquent, suspended, or terminated for 30 (thirty) days or more.

13.7. Security Breach

External Breach: In the event of an accidental, unauthorized, or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a "Security Breach"), that impacts the personal data you maintain through ScaleRoad, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, ScaleRoad will: (a) initiate remedial actions that are in compliance with applicable law and consistent with industry standards; and (b) notify you of the Security Breach, its nature and scope, the remedial actions ScaleRoad will undertake, and the timeline within which ScaleRoad expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under applicable law.

Internal Breach: In the event of a Security Breach, as defined by applicable law, which is perpetrated by your affiliate, employee, contractor, or agent, or due to your failure to maintain your systems, network, or User Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify ScaleRoad immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

14. Disclaimer of Warranties

Your use of ScaleRoad is at your sole risk. The Service is provided on an "as is" and "as available" basis.

Any warranty of ScaleRoad regarding the Website, Service or Software (or part thereof) not expressly stated herein shall be deemed withheld. Supplier disclaims, to the fullest extent permitted under the applicable law, all statutory warranties and course of performance, course of dealing and usage related to users' expectations.

User is solely responsible for any damage User may suffer resulting from the use of the Service. No oral or written information or advice given by ScaleRoad or its authorized representatives shall create a warranty or in any way increase the scope of ScaleRoad's obligations.

Without prejudice to the generality of the previous provisions, ScaleRoad does not warrant that:

(a) the Service will meet User's specific requirements nor that the Service will be "fit for purpose",

(b) the Service will be uninterrupted, timely, secure, error-free or of satisfactory quality,

(c) the results that may be obtained from the use of the Service will be accurate or reliable,

(d) any errors in the Service will be corrected.

ScaleRoad and/or its suppliers make no representations about the suitability, reliability, availability, continuity, timeliness, and accuracy of the Service and Software.

Without limiting the foregoing, ScaleRoad is not designed or licensed for use in hazardous environments requiring fail-safe controls (for example, aircraft navigation/communication systems, air traffic control, medical device and life support machines, or weapon systems) in which the failure of the Software could lead to death, personal injury or physical and environmental damage ('High-Risk Activities'). Accordingly, this Agreement excludes any High-Risk Activities and User agrees not to use the Software in connection with High-Risk Activities.

ScaleRoad reserves the right (but has no obligation) to do any of the following, at any time:

(1) to modify, suspend or terminate operation of or access to ScaleRoad, or any part of the Service or any feature for any reason,

(2) to modify, change, upgrade ScaleRoad or any part of it,

(3) to interrupt the operation of ScaleRoad or any part of it, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

without notice to Users who are not Subscribers, with one month's notice to Subscribers and with two-month notice to Clients.

15. Limitation and Exclusion of Liability

To the maximum extent permitted by the applicable law, ScaleRoad and/or its suppliers, employees and representatives shall be liable in no event for:

(1) any loss, damage, expense or other harmful consequences resulting from anyone's use or inability to use ScaleRoad;

(2) any installation, implementation, customization or modification of the Software not carried out by ScaleRoad;

(3) any failure to apply available update, service pack, fix or upgrade that would have avoided the harmful event;

(4) any unauthorized access to the User Content;

(5) any unauthorized use of any User's credentials.

To the maximum extent permitted by applicable law, in no event shall ScaleRoad and/or its suppliers, employees and representatives be liable for: any indirect, punitive, incidental, special, consequential damages or any damages whatsoever (including, without limitation, damages for loss of use, data or profits, or business interruption) arising out of or in any way connected:

— with the use or performance of ScaleRoad,

— with the delay or inability to use ScaleRoad and the Service, including the provision of or failure to provide Service,

— with information, Website, Software, products, Service and related graphics obtained through ScaleRoad, or otherwise arising out of the use of ScaleRoad, whether based on contract, tort, negligence, strict liability or otherwise.

In the event that any of the foregoing limitations are deemed unenforceable or in the event any liability of ScaleRoad is established, to the greatest extent permitted by law, You agree that the entire aggregate liability of ScaleRoad and sole remedy available to any User in any case in any way arising out of or relating to the Agreement, Software or the Service shall be limited to monetary damages that in the aggregate may not exceed the sum of any amount paid (if any) by that User during the twelve months prior to notice to ScaleRoad of the dispute for which the remedy is sought. If the User had no obligation to make such payment during such a period, monetary damages that in the aggregate may not exceed the sum of $100 (hundred dollars).

You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between ScaleRoad and you. You understand that the Website, Service and Software would not be provided without such limitations.

Some countries do not allow the limitation of certain damages, so some or all of this limitation of liability may not apply to you and you may have additional rights. Nevertheless, if any portion of these sections is held to be invalid under the applicable law, the invalidity of such portion shall not affect the validity of the remaining portions of the applicable sections.

Section 15 does not exclude mandatory liability for:

(a) Wilful breach by ScaleRoad of any of its obligations;

(b) Death or personal injury caused by a defective item produced by ScaleRoad.

Neither Party shall be liable for breaching its obligations due to a circumstance they reasonably could not have foreseen and which is beyond their control, such as, e.g., a force of nature, an act of a legislative or an executive authority, war, civil unrest, act of terror, strike, non-trivial cyber attack, failure of a third-party hosting, Internet failure or any other circumstance qualifying as force majeure under the applicable law — to the extent that the respective circumstance prevented or hindered the Party's performance. For the avoidance of doubt, the provisions of this section:

(a) are not intended to derogate from, or limit the application of, any statutory limitation or exclusion of liability;

(b) shall not be construed to limit the amount of, or excuse User from paying, any fee or other consideration owed hereunder.

(b) shall not be construed to limit the amount of, or excuse User from paying, any fee or other consideration owed hereunder.

16. Indemnification

You agree to indemnify and hold ScaleRoad harmless from any and all demands, losses, liability, claims or expenses (including attorneys' fees) made against ScaleRoad by any third party due to or arising out of or in connection with your use of ScaleRoad and the Service or, if You are an Admin User, in connection with the Regular user's use, including but not limited to:

(a) your use of the Service and/or Software in violation of this Agreement and any applicable law, and/or arising from a breach of this Agreement and any applicable law;

(b) any third-party claim of infringement of copyright or other Intellectual Property Rights or invasion of privacy arising from hosting your User Content on the Software, and/or your making available thereof to other users of the Software, and/or the actual use of your User Content by other users of the Software or related services in accordance with the Agreement;

(c) any activity related to your account, be it by You or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of ScaleRoad.

17. Termination

This Agreement shall continue until either:

(1) you cancel your subscription and/or request for your User Account and all of its associated data to be deactivated and deleted;

(2) terminated by ScaleRoad.

17.1. Termination by User

User of ScaleRoad may terminate this Agreement by deleting the User Account.

You may cancel your subscription at any time via your Admin account. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current Subscription Term, subject to applicable law, and you may use the Service until your cancellation is effective (unless your access is suspended or terminated in accordance with this Agreement or the applicable law). In other words, you may use the Service until the end of your Subscription Term.

You may cancel your subscription at any time via your Admin account. If you cancel after your subscription renewal date, you will not receive a refund for any amounts that have been charged. Your cancellation will be effective at the end of your then-current subscription period, subject to applicable law, and you may use the Service until your cancellation is effective (unless your access is suspended or terminated in accordance with this Agreement or the applicable law). In other words, you may use the Service until the end of your subscription period.

If you use any Paid Plan that involves a recurring payment of a fee, we will stop charging the Service from the moment you notify us that you wish to cancel or that you do not want to automatically renew your subscription. Until such cancellation, you understand that we have the right to automatically continue (without notice to you, unless required by the applicable law) to collect the then-applicable fees and any taxes using any credit card we have on record for you, as stipulated in Section 10 of the TOS.

You understand that cessation of use of the Service will not entitle you to any refund. If you do not use the Service, you need to cancel the subscription to any Paid Plan and switch to Free Plan or close the User Account.

17.2. Termination by ScaleRoad

You agree that ScaleRoad may immediately terminate this Agreement if you do not pay the fees when due in accordance with your Paid Plan.

ScaleRoad also reserves the right to cancel your subscription and your use of the Service.

ScaleRoad may deny you access to all or any part of the Service or terminate your account with or without prior notice if you engage in any conduct or activities that ScaleRoad determines, at its sole discretion, violate this Agreement or the rights of ScaleRoad or any third party, or is otherwise inappropriate. Without limitation, ScaleRoad may deny you access to the Service, or terminate this Agreement and your User Account.

ScaleRoad may, at its sole discretion, at any time and for any reason, terminate the Service, terminate this Agreement, or suspend or terminate any User Account at ScaleRoad. ScaleRoad will send notice to User at the email address User provides when creating User Account, or such other email address User may later provide to ScaleRoad.

17.3. Termination Survival

The following provisions will survive termination of this Agreement:

— Any obligation of the User to pay for the Service

— Section 6 (Intellectual Property)

— Section 16 (Indemnification)

— Section 14 (Disclaimer of Warranties) and Section 15 (Limitation and Exclusion of Liability)

— Section 22 (Jurisdiction and Choice of Law; Dispute Resolution)

— Section 23 (No Class Action)

Any other provision of this Agreement that must survive to fulfill its essential purpose.

17.4. User Data Download and Deletion

At the moment you delete your User Account, User Data on your User Account will be deleted immediately. You understand that only the Owner of Account is entitled to decide on the User Data on Account and may delete, edit or keep such data regardless of any Regular User's activity on ScaleRoad.

18. Severability

If any provision of this Agreement is found invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

If any provision of this Agreement violates any mandatory rule of the applicable law and proves to be void as a result thereof, such provision shall, for those specific circumstances and only in that particular respect in which it is void, be deemed to have been amended to comply with the law. Any such amendment shall be confined to the minimum necessary to make the provision valid and shall retain as much of its original ambit and meaning as possible.

19. Notices

All notices to ScaleRoad shall be provided to support@scaleroad.com or to the address specified in Section 1 (Definitions).

ScaleRoad may give notice to a User via the email address associated with the User Account or by mail or courier to the address provided for that User under Account Owner's details.

ScaleRoad may give notice to a User via the email address associated with the User Account by notification on the User Account or (exceptionally) by mail or courier to the address provided for that User under Account Owner's details.

Notice shall be deemed to have been received:

(1) the next day if given via notice on User Account or via email

(2) five workdays after posting the notice via courier or registered post. By workday, we mean workdays at ScaleRoad's registered seat.

20. No Waiver

Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.

21. Links to Third-Party Websites

Should ScaleRoad enable access to data from another service provider through linking, ScaleRoad does not carry responsibility for such information.

The Website may contain links to other websites, owned by other legal or natural persons. Each of these websites has its Terms of Service and Privacy Policy on handling personal data, which may differ significantly from those which are applied to the use of this Website. ScaleRoad has no control over such websites and shall not carry any responsibility neither for the availability of those websites nor for the Terms of Service and Privacy Policy that applies to their visitors and users.

Placing links to third-party websites on the Website does not in any way imply that ScaleRoad recommends or approves services or products offered through such websites.

22. Jurisdiction and Choice of Law; Dispute Resolution

This Agreement and any matter or dispute arising out of or related to the subject matter of the Agreement shall be governed, construed, and enforced in accordance with the Laws of the State of Delaware, without regard to its conflict of laws rules. Specifically excluded from application to this Agreement is that law known as the United Nations Convention on the International Sale of Goods.

Mindful of the high cost of arbitration, you and ScaleRoad agree to the following dispute resolution procedure: in the event of any controversy, claim, action or dispute arising out of or related to: (i) the Website; (ii) this Agreement; (iii) the Service; (iv) the breach, enforcement, interpretation, or validity of this Agreement; or (v) any other dispute between you and ScaleRoad ( "Dispute"), the Party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other Party (by first-class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving Party 30 days in which to respond to or settle the Dispute ("Mandatory negotiations").

Notice shall be sent:

(2) if to you at: your last-used address in your account information or the address of the registered seat of the company (for an Enterprise).

If no such address exists, or if the delivery to such address is unsuccessful, the notice shall be sent to the email address connected to that User's Account.

Both you and ScaleRoad agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any arbitration or filing any claim against the other Party.

Failing to resolve the dispute as described in previous paragraphs of this Section, any controversy or claims arising out of or relating to this Agreement, or the breach thereof, shall be finally settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The seat of arbitration shall be in San Wilmington, DE.

If the above agreement, with respect to arbitration, proves to be void or unenforceable, all disputes to which it was intended to apply shall be subject to the exclusive jurisdiction of the competent court in the State of Delaware, the USA. In such a case, the Mandatory negotiations clause remains applicable as a precondition to initiating court resolution of the dispute.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SCALEROAD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY.

This clause shall survive termination of the Agreement.

Notwithstanding the provisions above, ScaleRoad may, at its absolute discretion, assert and seek the protection of its Intellectual Property Rights and rights concerning confidential information or data processing anywhere in the world.

23. No Class Action

Except where prohibited by law, as a condition of using the Software and/or Service, you agree that any and all disputes, claims and causes of action arising out of or connected with the Software and/or Service, shall be resolved individually, without resort to any form of class action.

Any arbitration under these Terms of Service will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN EACH INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and SCALEROAD agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

24. Entire Agreement

This Agreement (as amended from time to time) including any linked documents or documents that are expressly included in the Agreement constitutes the entire Agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to that subject matter.

In case of conflict between any provision herein and any statement, representation or other information published on the Website or contained in any other materials or communications the provision in the Agreement shall prevail.

These Terms of Service are effective as of March 31, 2021