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SCALE2REV, LLC – TERMS OF SERVICE

Last Updated: May 19, 2026

Effective Date: May 19, 2026

Location: scale2rev.com/legal/terms-of-service

This Terms of Service Agreement ("Agreement") is a legally binding contract entered into by and between Scale2Rev, LLC ("Company," "we," "us," or "our") and the corporate entity or organization accessing or utilizing our services ("Client," "you," or "your").

By executing an Order Form that references this Agreement, checking an online box acknowledging acceptance, or otherwise accessing or utilizing the cloud platforms, software applications, application programming interfaces (APIs), conversational interfaces, and artificial intelligence capabilities provided by Company (collectively, the "Services"), you represent that you have the legal authority to bind Client to this Agreement. If you do not agree to these terms, you must not access or use the Services.

1. SCOPE OF SERVICE, SEAT LICENSING, & ACCOUNT ACCESS

1.1. Access Grant. Subject to Client's continuous compliance with this Agreement and timely payment of all applicable fees, Company grants Client a non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable Subscription Term to access and use the Services solely for Client's internal business operations.

1.2. Free Trials and Beta Features. Company may, from time to time, offer free trials, evaluation periods, pilot programs, or access to pre-release "beta" features. Such evaluation configurations are provided strictly "AS-IS" and "AS-AVAILABLE" without any corporate warranties, service level agreements (SLAs), or indemnification obligations of any kind. Company reserves the right to modify, restrict, or permanently terminate any free trial or pilot program at any time, with or without notice, in its sole discretion. Upon expiration of an evaluation period, Client's access will automatically suspend unless Client purchases a paid subscription tier.

1.3. Seat-Based Licensing & Authorized Users. To the extent the purchased Services are provisioned on a per-user or "seat" basis, access is strictly limited to the specific number of individual employees or independent contractors authorized by Client ("Authorized Users").

  • Client shall assign a unique credential (username and password) to each individual Authorized User.
  • Credentials are strictly personal and may not be shared, pooled, or used concurrently by more than one individual.
  • Client is solely responsible for maintaining the strict confidentiality of all integration tokens, API keys, and login credentials, and for all actions occurring under its administrative account.
  • Company reserves the right to systematically monitor access patterns. If Company detects concurrent sessions or unauthorized credential sharing, Company may, in addition to other legal remedies, bill Client for the true-up cost of the additional unauthorized users at Company's standard standalone list price.

2. INTELLECTUAL PROPERTY, INGESTION RIGHTS, & AI MECHANICAL RULES

2.1. Ownership of Client Content & Inputs. As between the parties, Client retains all right, title, and interest (including all intellectual property rights) in and to any text, web layouts, files, customer lists, data, or materials submitted, uploaded, or targeted for automated ingestion into the Services by or on behalf of Client ("Inputs"). Client grants Company a worldwide, royalty-free, non-exclusive license to host, cache, copy, transmit, analyze, and process the Inputs solely as necessary to provide, maintain, and optimize the execution of the Services for Client.

2.2. Ingestion License & Indemnity Warranties. Certain configurations of the Services require the system to crawl, scrape, or ingest external digital material.

  • Client represents, warrants, and covenants that it possesses all explicit legal rights, titles, ownership interests, or verified licenses necessary to authorize Company to scrape, ingest, and systematically process any website domains, page strings, or assets targeted by Client.
  • Client strictly agrees to indemnify, defend, and hold harmless Company against any third-party legal claims, regulatory actions, penalties, or damages arising out of or relating to copyright infringement, unauthorized data harvesting, or violation of computer abuse laws resulting from Company crawling or ingesting materials directed by Client.

2.3. Ownership of AI Outputs. Subject to Client paying all outstanding subscription fees, Company hereby assigns to Client all right, title, and interest in the specific textual leads, conversational logs, and insights generated by the Services directly in response to Client's Inputs ("Outputs"). Client acknowledges that due to the nature of machine learning and generative artificial intelligence frameworks, Outputs may not be unique across all platform users, and identical or similar strings may be generated for other clients who submit similar inputs.

2.4. Company Intellectual Property. Company retains all right, title, and interest in and to the Services, including but not limited to underlying algorithms, source code, prompt sequencing architectures, design schemas, database configurations, platform user interfaces, and all updates, modifications, or derivatives thereof. No implied licenses are granted under this Agreement.

2.5. Model Training Protections. Company operates its automated workflows using enterprise-grade computing interfaces (including infrastructure pipelines like Google Vertex AI APIs). Company contractually guarantees that Client's proprietary Inputs and localized data streams will not be utilized to train, retrain, or improve any public foundation large language models (LLMs) or public machine learning architectures.

2.6. Data Pipeline & Transmission Routing. Client acknowledges that the Services may act as both a processing data vault and a real-time transmission conduit. Company is authorized to cache, store, and display processed data inside Client's administrative dashboard, or, upon Client's integration setup, route and transmit data directly into Client's third-party end-points (e.g., third-party Customer Relationship Management [CRM] platforms). Company bears no responsibility or liability for data loss, latency, or API access failures resulting from the downtime or configuration modifications of Client's chosen third-party CRM providers.

2.7. Data Processing Addendum (DPA) Incorporation. To the extent that Company processes any Personal Data or Personal Information (as defined under applicable privacy frameworks) on Client's behalf as part of the data pipelines generated by the Services, the parties agree that the Scale2Rev Data Processing Addendum ("DPA"), permanently hosted at scale2rev.com/legal/data-processing-addendum, is hereby explicitly incorporated into this Agreement by reference and shall govern all such automated data processing operations.

3. FEES, BILLING, TRUE-UPS, & BUNDLE PRICING

3.1. Subscription Fees. Client agrees to pay all fees specified in the applicable online checkout page, invoice, or executed Order Form. Fees are determined based on the specific usage tiers purchased (e.g., the volume of website pages ingested or total provisioned seat licenses). Except as otherwise explicitly stated herein, all payment obligations are non-cancellable, and fees paid are non-refundable.

3.2. Seat True-Ups & Tier Upgrades. Client may add seat licenses or upgrade usage tiers during a Subscription Term. If Client adds seats mid-billing cycle, Company will apply a pro-rated charge to Client's payment method on file for the fractional month remaining in the current billing cycle, and the added seats will be billed at the full rate in subsequent cycles. If automated platform auditing indicates Client has exceeded its tier boundaries (e.g., directing ingestion tools to process pages in excess of the purchased limit), Company reserves the right to automatically adjust Client's billing tier to match actual utilization.

3.3. Bundle Pricing & Unbundling Clawbacks. If Client purchases multiple Services as a discounted commercial package ("Bundle Pricing"), the discounts are strictly contingent upon Client maintaining all bundled subscriptions active throughout the entire Subscription Term. If Client cancels, downgrades, or terminates any individual product or module within a bundle:

  • The Bundle Pricing discount will immediately evaporate for the remaining Services.
  • The remaining active Services will automatically revert to Company's standard standalone list price starting on the next immediate billing cycle.

3.4. Payment Processing. All recurring payments and subscription transactions are managed and processed via Company's designated third-party payment processor. Client authorizes such third-party payment processor to securely collect, store, and tokenize Client's corporate payment credentials and automatically charge the payment method on file for all recurring subscription fees, true-ups, and renewals. Scale2Rev, LLC does not maintain electronic access to or storage of Client's raw credit card numbers or banking credentials.

3.5. Non-Payment & Suspension. If Client's account is overdue by more than seven (7) calendar days, Company reserves the right to suspend Client's administrative and end-user access to all Services across all products (including bundled products) without liability to Company, until all outstanding balances are paid in full.

4. REPRESENTATIONS, WARRANTIES, & AI DISCLAIMERS

4.1. Mutual Warranties. Each party represents and warrants that it has the legal capacity and authority to enter into this Agreement.

4.2. Artificial Intelligence Performance Disclaimer (Hallucinations). Client explicitly acknowledges and agrees that the Services utilize automated artificial intelligence and machine learning technologies. Due to the inherent nature of generative technology, automated system outputs may occasionally contain variations, inaccuracies, incomplete data clusters, or text anomalies (commonly referred to as "hallucinations"). Company does not warrant or guarantee that conversational responses or extracted data strings will be 100% accurate, error-free, or continuously predictive. Client agrees to monitor system outputs and implement appropriate human oversight prior to acting on insights generated by the Services.

4.3. General Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL BE ENTIRELY SECURE, UNINTERRUPTED, OR COMPATIBLE WITH EVERY CONFIGURATION OF CLIENT'S INTEGRATING THIRD-PARTY CRM SYSTEM.

5. LIMITATION OF LIABILITY

5.1. Waiver of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, AND CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOST LEADS, REVENUE LOSS, DATA CORRUPTION, OR BUSINESS INTERRUPTION) HOWSOEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, WARRANTY, OR NEGLIGENCE, EVEN IF ADVISEMENT OF SUCH POSSIBLE DAMAGES OCCURRED.

5.2. Cap on Liability. COMPANY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COMPANY FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT.

6. INDEMNIFICATION

6.1. Company Indemnity. Company shall defend Client against any third-party legal claim alleging that the core platform infrastructure of the Services directly infringes a valid United States patent or copyright, and Company will indemnify Client against any final damages awarded by a court of competent jurisdiction. This obligation does not apply if the infringement claim arises from: (a) Client's Inputs; (b) Client's violation of the Acceptable Use Policy; or (c) modifications made to the platform by any entity other than Company.

6.2. Client Indemnity. Client shall defend, indemnify, and hold harmless Company, its officers, directors, and employees from and against any third-party claims, liabilities, losses, regulatory actions, or costs (including reasonable attorneys' fees) arising out of or relating to: (a) Client's violation of Section 2.2 (Ingestion Rights); (b) Client's breach of the Acceptable Use Policy; or (c) any unauthorized access to integration credentials under Client's administrative purview.

7. TERM, TERMINATION, & DATA LIFECYCLE

7.1. Term & Auto-Renewal. This Agreement commences on the date Client first accesses the Services and continues until all subscriptions granted under an Order Form or online tier checkout have expired or been terminated. Unless otherwise stated on an Order Form, paid subscriptions will automatically renew for successive terms equal to the initial term length (e.g., month-to-month or annually) unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the current term.

7.2. Termination for Cause. Either party may terminate this Agreement for cause: (a) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of the notice period; or (b) immediately if the other party becomes the subject of a petition in bankruptcy or insolvency proceedings.

7.3. Cross-Default Clause. A material breach of this Agreement or the associated Acceptable Use Policy on any individual software module or upcoming product line shall, at Company's sole discretion, constitute a default across all active software modules, allowing Company to terminate the entire client relationship across all bundled services.

7.4. Data Retention & Destruction Lifecycle. Upon termination or expiration of this Agreement, Client's right to access the dashboard and data infrastructure immediately ceases.

  • Company will preserve cached client lead data inside the platform dashboard for a maximum window of thirty (30) calendar days following termination to allow Client a reasonable opportunity to manually export its business parameters.
  • Upon the conclusion of this 30-day window, Company shall systematically execute its permanent data destruction lifecycle, completely erasing Client's Inputs, Lead Data caches, and configuration schemas from its operational databases without liability for data loss.

8. GENERAL PROVISIONS & FLORIDA LAW

8.1. Acceptable Use Policy Incorporation. Client's utilization of the Services is strictly conditioned upon absolute compliance with Scale2Rev's Acceptable Use Policy ("AUP"), which is permanently hosted at scale2rev.com/legal/acceptable-use-policy and is hereby explicitly incorporated into this Agreement by reference. Any violation of the AUP by Client or an Authorized User constitutes an incurable material breach of this contract.

8.2. Governing Law & Venue. This Agreement, and all disputes or claims arising out of or relating to its subject matter, shall be governed exclusively by, and construed in accordance with, the laws of the State of Florida, without regard to its conflict of laws principles. The parties explicitly agree that the state and federal courts located in the State of Florida shall possess exclusive personal jurisdiction and venue over any litigation stemming from this Agreement.

8.3. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

8.4. Severability & Waiver. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

8.5. Entire Agreement. This Agreement, including the referenced Acceptable Use Policy and Data Processing Addendum, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.