Terms of Service
Last Updated: 18 March 2026
These Terms of Service ("Terms" or "ToS") govern the Customer's access to and use of the Service provided by Scale Company Oy ("Scale"). By executing an Order Form as defined in section 1, completing a self-serve checkout, or otherwise accessing or using the Service as defined in section 1, the Customer agrees to be bound by these Terms.
These Terms, together with any Order Form(s), the Privacy Policy (available at scale-company.com/privacy), and the Data Processing Agreement ("DPA"), constitute the agreement between Scale and the Customer (collectively, the "Agreement").
For clarity, existing customers who have not yet accepted these updated Terms remain bound by the Terms effective at the time of their subscription until they are notified of these changes.
In the event of any discrepancy between the documents forming the Agreement, the following order of precedence shall apply: (1) the applicable Order Form; (2) the DPA; (3) these Terms; (4) the Privacy Policy.
Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.
"Agreement" means these Terms, together with any Order Form(s), the Privacy Policy, and the DPA.
"Authorized User" means any individual who is authorized by the Customer to access and use the Service under the Customer's account, including employees, contractors, and consultants of the Customer or its Affiliates.
"Confidential Information" means all non-public information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with the Agreement, whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, technical data, product roadmaps, pricing, Customer Data, and the terms of the Agreement.
"Customer" means the entity that executes an Order Form, completes a self-serve checkout, or otherwise agrees to these Terms.
"Customer Data" means all electronic data or information submitted by or for Customer to the Service, or collected and processed by or for Customer using the Service, including documents, project data, and any Personal Data contained therein.
"Documentation" means the user guides, help articles, API documentation, and other technical documentation made available by Scale describing the features, functionality, and use of the Service, as updated from time to time.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, database rights, design rights, know-how, and all other intellectual property rights, whether registered or unregistered, and all applications, renewals, and extensions thereof, worldwide.
"Order Form" means a written or electronic ordering document executed by the Parties or completed through Scale's self-serve checkout that specifies the Service, Subscription Term, fees, and other commercial terms.
"Party" means Scale or the Customer, as applicable, and "Parties" means both.
"Personal Data" has the meaning given to it in the DPA.
"Service" means the AI-powered intelligence platform and related cloud-based services provided by Scale to the Customer under the Agreement, as described in the applicable Order Form or self-serve checkout, and as further described in the Documentation.
"Subscription Term" means the period during which the Customer is entitled to access and use the Service, as specified in the applicable Order Form or self-serve checkout.
The Service
2.1 Provision
Scale shall make the Service available to the Customer in accordance with the Agreement and the applicable Order Form(s). Scale shall use commercially reasonable efforts to provide the Service in a professional and workmanlike manner consistent with generally accepted industry standards.
2.2 Access
The Customer is responsible for ensuring that all Authorized Users comply with these Terms and the Agreement. The Customer shall be liable for any acts or omissions of its Authorized Users in connection with the Service as if such acts or omissions were those of the Customer itself. The Customer is strictly prohibited, under all circumstances, from reselling, sublicensing, sharing, or otherwise providing any third party with access to the Service without Scale’s prior written authorization. Any unauthorized distribution or access shall be deemed a material breach of these terms, and Scale reserves the right to take appropriate action to protect its rights and the integrity of the Service.
2.3 Modifications
Scale may, from time to time and at its sole discretion, update, modify, enhance, or otherwise make changes to the Service, including the introduction of new features or the removal or alteration of existing ones. Scale will provide the Customer with no less than thirty (30) days’ prior written notice of any change that Scale reasonably determines will materially and adversely affect the core functionality of the Service as used by the Customer.
If the Customer reasonably believes that such a modification materially and adversely impacts their ability to use the Service for its intended purpose, the Customer may terminate the Agreement by delivering written notice to Scale within thirty (30) days of receiving Scale’s notice of the modification. Upon such termination, Scale will refund to the Customer any prepaid fees attributable to the unused portion of the Subscription Term remaining after the effective date of termination. This refund shall constitute the Customer’s sole and exclusive remedy in connection with any such modification.
2.4 Third-Party AI Models
The Service uses artificial intelligence models to analyze Customer-uploaded documents and generate insights and recommendations. By default, the AI engine is powered by Google Vertex AI. Where the Customer configures a third-party AI provider through the Service, processing by that provider is subject to that provider's terms, and the Customer is responsible for reviewing and accepting such terms.
All AI processing occurs within EU infrastructure by default (Google Cloud Platform, europe-north1 and europe-west3 regions). Where the Customer configures a third-party AI provider, the processing location is determined by that provider's terms.
Scale's default AI provider (Google Vertex AI) is contractually prohibited from using Customer Data to train, retrain, or otherwise optimize its general-purpose AI models. Where the Customer configures a third-party AI provider, the Customer is responsible for reviewing that provider's data use terms. The processing of Personal Data in connection with AI features is governed by the DPA.
Scale shall under no circumstances be liable for any damages, losses, claims, or disputes arising from, or in any way connected to, the provider’s data use terms. The user acknowledges that such terms are solely determined by the provider, and Scale has no control over, and assumes no responsibility for, how the provider collects, processes, or uses data.
Customer acknowledges that outputs generated by AI are advisory and do not constitute professional, legal, or business advice. Customer remains solely responsible for any decisions based on AI outputs.
Scale shall comply with EU AI Act obligations to the extent applicable. Where Customer uses a third-party AI provider, Customer is responsible for ensuring compliance with applicable AI regulations.
2.5 Availability
Scale shall use commercially reasonable efforts to make the Service available. Unless otherwise specified in an applicable Order Form, the Service is provided on an "as available" basis and Scale does not guarantee any specific level of availability or uptime. Any service level commitments, if applicable, shall be set forth in a separate Service Level Addendum or the applicable Order Form.
Scale shall not be liable for any unavailability of the Service arising from acts or omissions of third parties, including, without limitation, power outages, internet connectivity failures, or other external events beyond Scale’s reasonable control.
2.6 Monitoring and Security Logs
Scale may monitor, collect, and analyze information relating to the use, performance, and operation of the Service for the purposes of maintaining the security, integrity, and functionality of the Service, preventing fraud or abuse, troubleshooting technical issues, ensuring compliance with the Agreement, and improving the Service.
Such monitoring may include the collection of system logs, usage metrics, performance data, and other operational telemetry generated through the Customer's or Authorized Users' interaction with the Service. To the extent such information contains Personal Data, Scale shall process such data in accordance with the Agreement, the applicable Data Processing Agreement (DPA), and Scale's Privacy Policy.
Scale shall not access the content of Customer Data except as necessary to provide the Service, respond to support requests, comply with legal obligations, or where otherwise permitted under the Agreement.
Customer Obligations
3.1 Customer Data
The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data submitted to or processed through the Service. The Customer represents and warrants that all Customer Data has been collected, used, stored, and transferred in full compliance with all applicable laws and regulations, including but not limited to data‑protection, privacy, and consumer‑protection legislation relevant to the Customer’s jurisdiction.
The Customer further represents and warrants that it has obtained all necessary rights, consents, authorizations, and permissions required to submit Customer Data to the Service and to permit Scale to access, store, process, and otherwise handle such data in accordance with this Agreement. The Customer acknowledges that Scale relies entirely on these representations and warranties and shall not be responsible for verifying the legality or appropriateness of Customer Data. The Customer shall be solely liable for any breach of applicable law or third‑party rights arising from the Customer Data or the Customer’s use of the Service.
3.2 Acceptable Use
The Customer shall not, and shall ensure that its Authorized Users do not:
(a) use the Service in violation of any applicable law, regulation, or third-party right, infringes or misappropriates the rights of any third party (including privacy, intellectual property, and data‑protection rights), or otherwise breaches these Terms;
(b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or underlying algorithms of the Service, except where such restrictions are expressly prohibited by mandatory law;
(c) attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service including by bypassing or attempting to bypass any security or authentication measures;
(d) upload, transmit, distribute, or introduce any viruses, malware, spyware, trojans, worms, harmful scripts, corrupted files, or any other malicious or harmful code or content that could compromise the security, integrity, or availability of the Service or any related systems;
(e) use the Service to send spam, unsolicited messages, or promotional communications; to impersonate any person or entity; or to engage in any behavior that is fraudulent, deceptive, threatening, abusive, harassing, defamatory, or otherwise harmful;
(f) interfere with, disrupt, or negatively impact the operation, performance, or integrity of the Service, any related systems, or any data belonging to us or to third parties, including through excessive automated requests, denial of service activities, or any action intended to degrade or circumvent Service functionality; or
(g) use the Service in any manner that could damage, disable, overburden, impair, or otherwise negatively affect the Service, our infrastructure, or other users’ ability to access or use the Service.
3.3 Account Security
The Customer is responsible for maintaining the confidentiality of all login credentials associated with its account and for all activities that occur under its account. Customer shall implement reasonable security measures including strong passwords and, where applicable, multi-factor authentication.
The Customer shall promptly notify Scale of any unauthorized use of its account or any other breach of security of which the Customer becomes aware.
3.4 Compliance with Laws
The Customer shall comply with all applicable laws and regulations in connection with its use of the Service, including without limitation data protection and privacy laws.
3.5 Backups
While Scale maintains backups of Customer Data as part of its standard operational procedures, the Customer is responsible for maintaining its own independent backups of Customer Data. Scale shall not be liable for any loss of Customer Data.
Right to Use the Service
4.1 License Grant
Subject to the terms and conditions of the Agreement and payment of applicable fees, Scale grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Subscription Term solely for the Customer's internal business purposes, in accordance with the Documentation and the applicable Order Form.
4.2 Reservation of Rights
Except for the limited rights expressly granted to the Customer under this Agreement, Scale and its licensors reserve all right, title, and interest in and to the Service, including all related software, algorithms, models, interfaces, Documentation, and Intellectual Property Rights.
No rights are granted to the Customer by implication, estoppel, or otherwise except as expressly set forth in this Agreement.
4.3 Scope
The license granted under Section 4.1 extends to the Customer and its Affiliates, provided that the Customer remains responsible for its Affiliates' compliance with the Agreement.
4.4 Restrictions
The Customer shall not:
(a) resell, sublicense, lease, or otherwise make the Service available to any third party, except as expressly permitted under these Terms;
(b) use the Service for the benefit of any third party, including as part of a service bureau, outsourcing, or time-sharing arrangement;
(c) publish or disclose the results of any benchmark or performance tests of the Service to any third party without Scale's prior written consent, except that this restriction does not apply to the Customer's use of the anonymized benchmarking features described in Section 3.5 of the DPA; or
(d) use the Service in any manner not expressly authorized by the Agreement.
Suspension of Service
5.1 Planned Maintenance
Scale may temporarily suspend access to the Service for planned maintenance. Scale shall use commercially reasonable efforts to provide advance notice of planned maintenance and to schedule such maintenance during off-peak hours.
5.2 Security
Scale may immediately suspend the Customer's access to the Service, in whole or in part, if Scale reasonably determines that:
(a) the Customer's use of the Service poses a security risk to the Service or any third party;
(b) the Customer's use of the Service may adversely impact the Service, other customers, or Scale's infrastructure; or
(c) suspension is required to comply with applicable law or a court order.
Scale shall provide the Customer with notice of such suspension as soon as reasonably practicable and shall restore access promptly once the grounds for suspension have been resolved.
5.3 Non-Payment
If the Customer fails to pay any undisputed fees when due and such failure continues for fourteen (14) days after Scale provides written notice of the overdue payment, Scale may, without limiting any other rights or remedies available to it, suspend the Customer's access to the Service until all outstanding amounts are paid in full.
The Customer acknowledges and agrees that:
(a) Scale is under no obligation to continue providing the Service during any period of suspension, and such suspension shall not constitute a breach by Scale.
(b) Scale may condition reinstatement of the Service on the Customer providing reasonable assurances of its ability to meet future payment obligations, which may include advance payment, accelerated billing, or other commercially reasonable security.
(c) Suspension may include disabling access for all Authorized Users, restricting API calls, limiting functionality, or taking any other reasonable technical or administrative measures necessary to prevent further use of the Service until payment is received.
(d) Scale shall not be liable for any losses, delays, data unavailability, or business impacts the Customer may experience as a result of a suspension arising from the Customer’s non‑payment.
(e) Scale’s right to suspend is in addition to, and not in lieu of, Scale’s right to charge interest on overdue amounts, pursue collection, or terminate the Agreement or any Order Form for material breach.
Nothing in this section limits the Customer’s ongoing obligation to pay all Fees that accrue during any suspension period.
5.4 Insolvency
Scale may, in its sole discretion and without prior notice, suspend the Service, in whole or in part, if the Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to proceedings under any bankruptcy or insolvency law.
5.5 Misuse
Scale may immediately suspend the Customer's access to the Service if the Customer materially breaches Section 3.2 (Acceptable Use) and such breach, in Scale's reasonable judgment, requires immediate action to protect the Service or other customers.
Such suspension may be implemented through any technical or administrative means Scale deems appropriate, including disabling accounts, limiting functionality, blocking network traffic, or restricting API usage. The Customer acknowledges and agrees that:
(a) Scale is entitled to act immediately and preemptively where necessary to protect the security, integrity, or availability of the Service.
(b) Scale shall have no liability for any losses, delays, data unavailability, or business impacts the Customer may experience because of such suspension.
(c) Scale may maintain the suspension until the underlying breach has been fully remedied to Scale’s satisfaction, and may require written assurances, remediation steps, or other safeguards before reinstating access.
(d) Scale’s right to suspend is in addition to, and not in limitation of, Scale’s rights to terminate the Agreement or any Order Form, seek damages, or pursue any other remedies available under the Agreement or applicable law.
Scale will use commercially reasonable efforts to notify the Customer of the suspension and the reason for it, provided that Scale’s failure to provide notice shall not limit or affect the validity of the suspension.
Fees and Payment
6.1 Fees
The Customer shall pay Scale the fees specified in the applicable Order Form or as displayed at the time of self-serve checkout ("Fees"). Unless otherwise specified in the Order Form, Fees are non-refundable except as expressly provided in the Agreement.
6.2 Invoicing and Payment
All Fees are due in advance prior to the start of the applicable billing period and are payable immediately upon invoice, unless otherwise specified in the applicable Order Form. Access to the Service is conditional on receipt of payment.
The billing period and any alternative payment terms (including, without limitation, net payment terms or installment arrangements) shall be as specified in the applicable Order Form or self-serve checkout.
6.3 Price Changes
Scale may change the Fees applicable to any renewal Subscription Term by providing the Customer with at least thirty (30) days' prior written notice before the start of the renewal term. If the Customer does not agree to the price change, the Customer may terminate the Agreement by providing written notice to Scale before the start of the renewal term.
The Customer acknowledges and agrees that:
(a) continued access to or use of the Service after the start of the renewal term constitutes acceptance of the updated Fees;
(b) Scale is under no obligation to justify or limit the magnitude of any Fee adjustment, provided that notice is given as described above;
(c) Scale may condition renewal on the Customer’s acceptance of revised pricing, billing frequency, or payment terms.
If the Customer does not agree to the revised Fees, the Customer’s sole and exclusive remedy is to provide written notice of non‑renewal to Scale prior to the start of the renewal term. Failure to provide such notice will result in automatic renewal at the updated Fees.
Scale shall have no liability for any increased costs, budget impacts, or other consequences arising from the Customer’s decision not to renew or from any Fee adjustments made in accordance with this section.
6.4 Taxes
All Fees are exclusive of applicable taxes, including value added tax (VAT), sales tax, and other similar taxes or government charges. The Customer is responsible for the payment of all such taxes, except for taxes based on Scale's net income. If Scale is required to collect or remit taxes on behalf of the Customer, such taxes will be invoiced to the Customer.
6.5 Late Payment
Any amounts not paid when due shall accrue interest at the rate specified in the Finnish Interest Act (633/1982), as amended from time to time, from the date payment was due until the date payment is received.
Free Trial
7.1 Availability
Scale may, at its sole discretion, offer the Customer a free trial of the Service for a limited period ("Free Trial"). The duration and scope of the Free Trial shall be as communicated by Scale.
7.2 Limitations
Each Customer is entitled to one (1) Free Trial only. Scale may modify, limit, or terminate the Free Trial at any time without prior notice. At the end of the Free Trial, the Customer's access to the Service will terminate unless the Customer subscribes to a paid Subscription Term.
7.3 Data Protection
The DPA and Privacy Policy apply during the Free Trial. The Customer's obligations regarding Customer Data under the Agreement apply in full during the Free Trial period.
7.4 Liability
Notwithstanding anything to the contrary in the Agreement, during the Free Trial, the Service is provided "as is" without any warranty, and Scale's total aggregate liability for any claims arising out of or related to the Free Trial shall not exceed fifty euros (€50). The limitation of liability set forth in this Section 7.4 shall not apply to liability arising from Scale's obligations under applicable mandatory law, including but not limited to the General Data Protection Regulation (EU) 2016/679.
Intellectual Property Rights
8.1 Scale IP
Scale and its licensors exclusively own and shall retain all right, title, and interest in and to the Service and all components thereof, whether now existing or later developed. This includes, without limitation, all software, source code, object code, models, algorithms, AI orchestration logic, workflows, system designs, architectures, user interfaces, features, enhancements, updates, Documentation, and any and all related or underlying technology, know‑how, and Intellectual Property Rights (whether registered or unregistered, and whether existing now or arising in the future).
Except for the limited rights expressly granted to the Customer under the Agreement, no rights or licenses are granted to the Customer by implication, estoppel, or otherwise, and all such rights are hereby expressly reserved by Scale and its licensors. The Customer acknowledges and agrees that:
(a) its access to and use of the Service is licensed, not sold;
(b) it acquires no ownership interest in the Service or any Intellectual Property Rights associated with the Service;
(c) it shall not, directly or indirectly, create or attempt to create any derivative works of the Service or any component thereof, except to the extent such restriction is prohibited by applicable mandatory law; and
(d) any feedback, suggestions, or ideas provided by the Customer regarding the Service may be used by Scale without restriction, obligation, or compensation, and shall not limit Scale’s ownership rights in any way.
The Customer’s use of the Service does not and shall not convey, transfer, assign, or vest in the Customer any ownership rights or other proprietary interests in the Service or any Intellectual Property Rights of Scale or its licensors.
Scale owns all right, title, and interest in any anonymized and aggregated data derived from the use of the Service, as described in Section 3.5 of the DPA. Such data does not constitute Customer Data.
8.2 Customer Data IP
The Customer owns and retains all right, title, and interest in and to the Customer Data, including all Intellectual Property Rights therein. The Customer grants Scale a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and process the Customer Data solely to the extent necessary to provide the Service in accordance with the Agreement.
For the avoidance of doubt, the license granted under this Section 8.2 does not include the right to use Customer Data to train, retrain, fine-tune, or otherwise optimize any artificial intelligence or machine learning model, whether Scale's own or any third party's. This restriction is consistent with and subject to Section 5.9 of the DPA.
8.3 Customer Responsibility
The Customer represents and warrants that the Customer Data does not infringe the Intellectual Property Rights or other rights of any third party. The Customer shall be solely responsible for resolving any claims related to the Customer Data.
Confidentiality
9.1 Exclusions from Confidential Information
"Confidential Information" is defined in Section 1 (Definitions). Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party, without any obligation of confidentiality;
(c) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality;
(d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or
(e) is required to be disclosed by applicable law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permitted by law) and cooperates with the Disclosing Party's efforts to seek a protective order or other appropriate remedy.
9.2 Obligations
Each Party shall:
(a) hold the other Party's Confidential Information in strict confidence;
(b) not disclose the other Party's Confidential Information to any third party except to its employees, contractors, advisors, and Affiliates who are bound by confidentiality obligations no less protective than those set out in this Section 9;
(c) use the other Party's Confidential Information solely for the purposes of exercising its rights or performing its obligations under the Agreement; and
(d) protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care.
9.3 Return or Destruction of Confidential Information
Upon termination or expiry of the Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return or securely destroy all Confidential Information of the Disclosing Party in its possession or control, including any copies or reproductions thereof.
Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required to comply with applicable law, regulation, or bona fide internal record-keeping requirements, provided that any retained Confidential Information shall remain subject to the confidentiality obligations set forth in this Section 9.
The Receiving Party shall not be required to remove Confidential Information contained in routine backup systems or archival media, provided that such information remains protected in accordance with the Agreement and is not restored or used except as required for disaster recovery or legal compliance.
9.4 Duration
The obligations under this Section 9 shall remain in effect for a period of five (5) years from the date of disclosure of the applicable Confidential Information, or, with respect to trade secrets, for so long as such information qualifies as a trade secret under applicable law, whichever is longer.
9.5 Survival
The obligations under this Section 9 shall survive the termination or expiry of the Agreement in accordance with Section 9.4.
Data Protection
10.1 Data Processing Agreement
To the extent the Customer's use of the Service involves the processing of Personal Data, such processing shall be governed by the DPA, which is incorporated into the Agreement by reference. The DPA is available at scale-company.com/dpa.
Cross-border transfers of Personal Data shall comply with GDPR requirements, including adequacy decisions or standard contractual clauses.
A list of all sub-processors and processing locations shall be made available to Customer upon request.
10.2 Privacy Policy
Scale's processing of personal data for its own purposes (such as account management, service improvement, and analytics) is governed by Scale's Privacy Policy, available at scale-company.com/privacy.
Warranties
11.1 Mutual Warranties
Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) it has the legal power and authority to enter into and perform its obligations under the Agreement; and
(c) the execution, delivery, and performance of the Agreement does not conflict with any other agreement to which it is a party.
11.2 Service Warranty
Scale warrants that the Service will perform substantially in accordance with the Documentation during the Subscription Term. If the Service fails to conform to this warranty, the Customer shall notify Scale in writing within thirty (30) days of discovering the non-conformity, and Scale shall use commercially reasonable efforts to correct the non-conformity. If Scale is unable to correct the non-conformity within a reasonable period, the Customer may terminate the affected Order Form and receive a pro rata refund of any prepaid Fees for the remainder of the Subscription Term.
11.3 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SCALE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SCALE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED. SCALE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT GENERATED BY THE SERVICE'S AI FEATURES, AND THE CUSTOMER ACKNOWLEDGES THAT AI OUTPUTS ARE ADVISORY ONLY AND DO NOT SUBSTITUTE FOR PROFESSIONAL JUDGMENT.
Indemnification
12.1 By Scale
Scale shall defend, indemnify, and hold harmless the Customer and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from allegations that the Customer's authorized use of the Service infringes a third party's Intellectual Property Rights. Scale's obligations under this Section 12.1 shall not apply to the extent any claim arises from:
(a) the Customer Data;
(b) modifications to the Service not made or authorized by Scale;
(c) the Customer's use of the Service in combination with products, services, or technologies not provided by Scale, where the infringement would not have occurred but for such combination; or
(d) the Customer's use of the Service in violation of the Agreement.
12.2 By Customer
The Customer shall defend, indemnify, and hold harmless Scale and its Affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:
(a) the Customer Data, including any claim that the Customer Data infringes a third party's Intellectual Property Rights or violates applicable law;
(b) the Customer's use of the Service in violation of the Agreement; or
(c) any breach by the Customer of its representations, warranties, or obligations under the Agreement.
12.3 Procedures
The indemnifying Party's obligations under this Section 12 are conditioned upon:
(a) the indemnified Party providing prompt written notice of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced);
(b) the indemnified Party granting the indemnifying Party sole control of the defense and settlement of the claim (provided that no settlement shall impose any obligation on the indemnified Party or admit liability on its behalf without the indemnified Party's prior written consent); and
(c) the indemnified Party providing reasonable cooperation to the indemnifying Party at the indemnifying Party's expense.
12.4 IP Remedies
If the Service becomes, or in Scale's reasonable opinion is likely to become, the subject of an infringement claim, Scale may, at its sole option and expense:
(a) procure the right for the Customer to continue using the Service (or the affected portion of the Service) for the remainder of the applicable Subscription Term;
(b) Modify or adapt the Service so that it is no longer alleged to infringe, provided that such modification does not materially diminish the overall functionality or performance of the Service in a manner that materially and adversely affects the Customer’s permitted use;
(c) replace the Service with a functionally equivalent non-infringing alternative; or
(d) if none of the foregoing options is commercially reasonable, terminate the affected Order Form and refund to the Customer any prepaid Fees covering the remainder of the Subscription Term.
Limitation of Liability
13.1 Exclusion of Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap
EXCEPT AS SET FORTH IN SECTIONS 13.3 AND 13.4, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY THE CUSTOMER UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) TEN THOUSAND EUROS (€10,000).
13.3 Super Cap
FOR CLAIMS ARISING FROM A BREACH OF SECTION 9 (CONFIDENTIALITY) OR OBLIGATIONS UNDER SECTION 12 (INDEMNIFICATION), EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED TWO HUNDRED AND FIFTY THOUSAND EUROS (€250,000).
13.4 Excluded Claims
The limitations set forth in Sections 13.1, 13.2, and 13.3 shall not apply to:
(a) the Customer's payment obligations under the Agreement;
(b) liability arising from a Party's gross negligence or willful misconduct; or
(c) liability that cannot be excluded or limited under applicable mandatory law
(d) liability arising from or relating to an actual or alleged infringement, misappropriation, or unlawful use of any Intellectual Property Rights
13.5 Basis of Bargain
The Parties acknowledge that the Fees reflect the allocation of risk set forth in the Agreement, including the limitations of liability in this Section 13, and that neither Party would have entered into the Agreement without these limitations.
Term and Termination
14.1 Term
The Subscription Term shall be as specified in the applicable Order Form or self-serve checkout. Unless otherwise specified in the Order Form, the Subscription Term shall automatically renew for successive periods equal to the initial Subscription Term, unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term.
14.2 Termination for Convenience
Either Party may terminate the Agreement at the end of the then-current Subscription Term by providing at least thirty (30) days' prior written notice to the other Party before the end of such Subscription Term. Additionally, Scale may terminate the Agreement for convenience at any time by providing at least thirty (30) days' prior written notice to the Customer, in which case Scale shall refund any prepaid Fees covering the remainder of the Subscription Term following the effective date of termination. For the avoidance of doubt, the Customer may not terminate the Agreement for convenience during a Subscription Term, and no refund of prepaid Fees shall be due upon termination by the Customer under this Section 14.2.
For monthly Subscription Term, no advance notice of non-renewal is required; cancellation takes effect at the end of the then-current monthly period.
14.3 Termination for Cause
Either Party may terminate the Agreement by written notice if:
(a) the other Party commits a material breach of the Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the nature of the breach; or
(b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to proceedings under any bankruptcy or insolvency law.
14.4 Effect of Termination
Upon termination or expiry of the Agreement:
(a) the Customer's right to access and use the Service shall immediately cease;
(b) the Customer may request the return or export of Customer Data within one hundred and twenty (120) days following the effective date of termination or expiry, in accordance with Section 9.2 of the DPA;
(c) after the expiry of the one hundred and twenty (120) day period referred to in paragraph (b), Scale may delete all Customer Data in accordance with the DPA, unless retention is required by applicable law;
(d) each Party shall promptly return or destroy the other Party's Confidential Information in its possession, except to the extent retention is required by applicable law or regulation.
14.5 Notice of Termination
Any termination of the Agreement or an Order Form under this Section 14 must be communicated by written notice in accordance with Section 16.7 (Notices). The notice shall clearly state the intent to terminate and, where applicable, the grounds for termination.
Termination shall become effective on the date specified in the termination notice or, if no date is specified, on the date the notice is deemed received under Section 16.7.
For Customers using self-serve subscriptions, termination of a Subscription Term may also be initiated through the account management interface provided within the Service, where available. Such termination shall be deemed written notice for the purposes of this Agreement.
14.6 Refunds
No refunds shall be due upon termination except as expressly provided in the Agreement, including:
(a) termination for convenience by Scale (Section 14.2);
(b) termination due to material adverse Service modification (Section 2.3);
(c) termination due to sub-processor objection (Section 6.5 of the DPA);
(d) termination due to failure to cure Service warranty non-conformity (Section 11.2); or
(e) IP remedies (Section 12.4).
(f) termination for cause by the Customer due to Scale's material breach (Section 14.3), in which case Scale shall refund any prepaid Fees covering the remainder of the Subscription Term following the effective date of termination.
14.7 Survival
The following Sections shall survive the termination or expiry of the Agreement: Section 1 (Definitions), Section 8 (Intellectual Property Rights), Section 9 (Confidentiality), Section 10 (Data Protection), Section 11.3 (Disclaimer), Section 12 (Indemnification), Section 13 (Limitation of Liability), Section 14.4 (Effect of Termination), Section 14.5 (Notice of Termination), Section 14.6 (Refunds), Section 14.7 (Survival), Section 16 (General Provisions), and Section 17 (Governing Law and Disputes).
Modifications to Terms
Scale may modify these Terms from time to time. Scale shall provide the Customer with at least thirty (30) days' prior written notice of any material changes to these Terms. The updated Terms shall be effective on the date stated in the notice. The Customer's continued use of the Service after the effective date of the modified Terms constitutes acceptance of such modifications. If the Customer does not agree to the modified Terms, the Customer may terminate the Agreement by providing written notice to Scale before the effective date of the modifications, and Scale shall refund any prepaid Fees covering the remainder of the Subscription Term following the effective date of termination.
General Provisions
16.1 Entire Agreement
The Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. The order of precedence among the documents forming the Agreement is: (1) the applicable Order Form; (2) the DPA; (3) these Terms; (4) the Privacy Policy.
16.2 Assignment
Neither Party may assign the Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign the Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided the assignee agrees in writing to be bound by the terms of the Agreement. Any purported assignment in violation of this Section shall be void.
16.3 Independent Contractors
The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
16.4 No Third-Party Beneficiaries
The Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, confers upon any third party any legal or equitable right, benefit, or remedy.
16.5 Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The Parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely reflects the original intent and economic effect of the replaced provision.
16.6 Waiver
The failure of either Party to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving Party.
16.7 Notices
All notices required or permitted under the Agreement shall be in writing and shall be deemed given:
(a) when delivered personally;
(b) when sent by email to the email address on file for the Receiving Party (with confirmation of receipt); or
Notices to Scale shall be sent to legal@scale-company.com. Notices to the Customer shall be sent to the email address associated with the Customer's account or as specified in the applicable Order Form.
16.8 Force Majeure
Neither Party shall be liable for any failure or delay in performing any of its obligations under the Agreement (other than the Customer’s payment obligations) to the extent such failure or delay is caused by, arises out of, or results from events, circumstances, or conditions beyond that Party’s reasonable control (“Force Majeure Event”).
Force Majeure Events include, without limitation: natural disasters; fire; flood; explosion; earthquake; severe weather; acts of God; acts of government or regulatory authorities; changes in law; embargoes; sanctions; epidemics or pandemics; public health emergencies; war; hostilities; civil unrest; terrorism; labor disputes or strikes (whether involving the affected Party’s workforce or third parties); shortages of materials, utilities, or transportation; failures or interruptions of power, internet, hosting, cloud services, or telecommunications; cyberattacks, ransomware, denial‑of‑service attacks, or other malicious acts; and any other event or circumstance that is not reasonably within the affected Party’s control.
The Party affected by a Force Majeure Event shall provide notice to the other Party within a reasonable period after becoming aware of the event. Scale shall not be required to provide notice prior to taking protective or remedial actions necessary to safeguard its systems, infrastructure, or the Service.
During the continuation of a Force Majeure Event, the affected Party’s obligations shall be suspended for the duration and to the extent impacted. Scale shall be excused from performance for as long as the Force Majeure Event prevents or materially hinders its ability to provide the Service, and Scale shall not be deemed in breach of the Agreement as a result of such non‑performance.
The affected Party will use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; however, Scale shall not be required to incur material additional costs, engage alternative suppliers, or implement workarounds that are impractical, commercially unreasonable, or inconsistent with Scale’s operational, security, or technical standards.
If a Force Majeure Event continues for an extended period such that performance remains impracticable, Scale may, at its discretion, suspend or modify the affected portion of the Service or terminate the impacted Order Form without liability, except that Scale will refund any prepaid Fees for Services not delivered after the effective date of termination.
16.9 Customer Reference
The Customer agrees that Scale may use the Customer's name and logo to identify the Customer as a customer of Scale in Scale's marketing materials, website, and customer lists. Unless the Customer has opted out of such use in the applicable Order Form or by providing prior written notice to Scale, this consent shall be deemed granted upon execution of the Agreement. The Customer may withdraw this consent at any time by providing written notice to Scale, and Scale shall remove the Customer's name and logo within thirty (30) days of receiving such notice.
16.10 EU Data Act
For Customers established in the European Union, the Parties acknowledge that the Service may be subject to Regulation (EU) 2023/2854 (the "EU Data Act"). To the extent the EU Data Act applies, any additional terms required for compliance shall be set forth in a separate EU Data Act Addendum, which shall form part of the Agreement upon execution.
16.11 Subcontractors
Scale may engage subcontractors to perform its obligations under the Agreement, provided that Scale shall remain responsible for the performance of its obligations and for the acts and omissions of its subcontractors. The engagement of sub-processors for the processing of Personal Data is governed by the DPA. Scale shall ensure that any subcontractors engaged to perform obligations under the Agreement comply with all applicable data protection, confidentiality, and AI-related laws and regulations, including but not limited to GDPR, the EU AI Act, and the EU Data Act.
Governing Law and Disputes
17.1 Governing Law
The Agreement and any disputes arising out of or in connection with it shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of laws rules.
17.2 Arbitration
Any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. The arbitral proceedings and the award shall be confidential.
17.3 Small Claims
Notwithstanding Section 17.2, Scale may bring a claim for unpaid Fees in the Helsinki District Court (Helsingin käräjäoikeus).
Contact Information
Scale Company Oy
Business ID: 3193447-1
Fenixinrinne 4 C 34,
00580 Helsinki,
Finland
Email: legal@scale-company.com
Privacy: gdpr@scale-company.com
Website: scale-company.com
