Terms of Use

Please read these terms and conditions carefully before using Our Service.

These Terms and Conditions of Use (T&Cs) apply when you visit the website at https://www.scalapex.ai operated by SCALAPEX, a company incorporated in United States.

Your access to and use of the Website, is subject to these T&Cs. If you disagree with any part of these T&Cs, you must cease usage of the website, or any services, immediately. By accessing or using the Website you acknowledge and agree to be bound by these T&Cs. If you are under 18 years of age, then you must obtain your parent or guardian's consent before accessing and using the Website.

The information contained on the Website is provided in good faith on an "as is" basis. Scalapex does not represent or warrant the reliability, accuracy or completeness of the information contained on the Website. To the extent permitted by law, Scalapex is not responsible or liable for any Liabilities arising in any way for errors in, or omissions from, the information on the Website.

These are the Terms of Use governing the use of this service and the agreement that operates between brands, publishers, and Scalapex. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms and Conditions. If you disagree with any part of these Terms and Conditions, then you may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Scalapex, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Subject to the Brand compliance of SET-UP policy, the Company will provide to the Brands: the Services; access to the Interface; and updates to the Tracking Code it makes generally available.

During the Term, the Brand will:

• provide the Company the Brand materials.
• ensure any Brand Materials shall be legally compliant in every respect associated with the advertisement, age group, and industry, including but not limited to being truthful, non-deceptive, and substantiated.
• promptly select and approve Brand to act as Participating Brand.
• maintain the proper integration of the Tracking Code into the Brand URLs, including any updates, in accordance with the Company's Tracking Policy.
• use all reasonable efforts to inform the Company, in advance where possible, of any circumstances likely to prevent the Tracking Code accurately recording Actions.
• provide the Company any information, assistance or access reasonably requested to enable the supply of the Services.
• ensure any information it provides to the Company is accurate and up to date.
• notify the Company of any actual (and to the extent possible, anticipated) downtime of any of the Brand URLs.

You understand that except for as expressly provided in your service agreement with us, the Service and Site may not be used by you for commercial purposes. You represent, warrant, and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the Service or Site to:

• harvest or collect email addresses or other contact information of other users from the Service or Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications.
• use the Service or Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site.
• use automated scripts to collect information from or otherwise interact with the Service or Site.
• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically, or otherwise objectionable.
• upload, post, transmit, share, store or otherwise make available any videos other than those they are to be used expressly pursuant to and compliant with your service agreement with us.
• register for a user account on behalf of an individual other than yourself, or register any group or entity unless you are expressly authorized to do so.
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity.
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other illegal or unethical form of solicitation.
• upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers.
• solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes.
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
• intimidate or harass another.
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law.
• use or attempt to use another's account, service or system without authorization from Scalapex, or create a false identity on the Service or Site.
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Scalapex, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Scalapex or its users to any harm or liability of any type.

Without limiting any of the foregoing, you also agree to abide by our Scalapex Code of Conduct that provides further information regarding the authorized conduct of users on the Site.

Whenever services are available for purchase from Scalapex, the services shall include specific terms, conditions, and policies applicable to your purchase of services from Scalapex. By ordering services from Scalapex through the Site, you agree to be bound by and accept the applicable Terms of Sale. The Terms of Sale are subject to change without prior notice at any time, in Scalapex discretion so you should review the Terms of Sale each time you make a purchase.

You are solely responsible for your interactions with other Members. We reserve the right, but have no obligation, to monitor disputes between you and other Members.

The Tracking Code and Tracking Policy will be the sole basis for recording and determining Actions and Commissions.

Each Transaction and Lead will be deemed to have been approved by the Brand at the end of the respective pending sales period ("Pending Sales Period"), unless declined in accordance with The Pending Sales Period Policy below.

The Brand hereby grants to the Company a non-exclusive, transferable, royalty-free, worldwide license to publish the Brand Materials on the Interface and to use the Brand Materials to: 1) operate the Network; 2) enable Participating Publishers to market the Brand and its Products; 3) market its business, with the Brand's prior consent; 4) otherwise carry on its website traffic, consumer behavior tracking and transaction reporting business from time to time.

The Company may grant sublicenses of the license to Participating Publishers to the extent necessary to enable Participating Publishers to market the Brand and its Products on the Network. A sublicense granted to a Publisher Network under this policy shall be further sub-licensable by the Participating Publisher to Sub-Publishers on terms equivalent to this policy. A sublicense granted by a Publisher Network under this policy shall not be capable of further sublicense by the Sub-Publisher without the Brand's prior written consent.

The Company hereby grants to the Brand a non-exclusive, non-sublicensable, non-transferable, royalty free worldwide license to: 1) use the Tracking Code on the Brand URLs; and 2) use the Interface; to the extent necessary for the Brand to participate in the Network and perform its obligations under this Agreement.

The amount of the Network Fee is as set out in the Interface. Network Fees are payable in addition to Commissions or Bonuses on which they are based.

The Brand will pay the Company, without deduction or set-off:

• the Set-Up Fee and the Monthly Minimum Maintenance Fee.
• the Network Fees and Commissions in respect of each Approved Transaction, Approved Lead, Clicks or one thousand Ad Impressions.
• the Bonuses due
• the Reintegration Fee in respect of each

Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Brand warrants and undertakes to the Company for the Term that: 1) all Brand Materials comply with all Advertising Standards; and 2) all variations to Commissions under the policy will be made by authorized personnel.

The Merchant will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any current or former Participating Publishers: 1) where payments are made to current or former Participating Publishers in respect of any marketing services (including publisher, display, programmatic, search, email and click-to-call marketing) other than under this Agreement; or 2) which prevents or disincentivizes current or former Participating Publishers from promoting other brands.

The Merchant will pay the Company on demand by way of liquidated damages an amount equal to 30% of all Commissions, Fees or any other amounts paid or due to be paid, directly or indirectly, to current or former Participating Publishers in breach of the restrictions in this policy. The parties acknowledge that the liquidated damages represent a genuine pre-estimation of the loss that would be suffered by the Company as a result of any breach of the restrictions in the policy and that such liquidated Publishers are not a penalty. This policy applies to current and former Participating Publishers, irrespective of any existing relationships between the Brands and such Publishers.

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Each party warrants and undertakes to the other for the Term that: 1) it has full power and authority to enter into this Agreement; 2) it holds all licenses and approvals necessary for the performance of its obligations under this Agreement; 3) it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and 4) it will not make any false, misleading or disparaging representations or statements regarding the other party.

The Brand warrants and undertakes to the Company for the Term that: 1) all Brand Materials comply with all Advertising Standards; and 2) all variations to Commissions under the policy will be made by authorized personnel.

This Agreement will start on the Effective Date and continue for the Initial Term. After the Initial Term, this Agreement will automatically renew for successive Renewal Terms.

The Company may terminate this Agreement immediately on written notice to the Brand if the Brand fails: 1) to comply with its obligations of this Agreement or the equivalent clauses of any Additional Country Agreement; 2) to provide assistance reasonably requested by the Company; or 3) through no fault of the Company, to commence bona fide participation in the Network within 90 days of the Effective Date.

The Company may suspend this Agreement for the period of the Brand's non-compliance with specific clauses of this Agreement or the equivalent clauses of any Additional Country Agreement.

Either party may terminate this Agreement on at least three months' written notice to the other party, such notice to take effect at the end of the Initial Term or any the Renewal Term then in effect. The notice period shall be extended to the minimum extent necessary to enable the completion of any ongoing Campaigns.

This policy sets out the entire liability of the Company and its Group Companies under or in connection with the Agreement.

Neither the Company nor any of its Group Companies will be liable for any losses of the Brand if the Company's compliance with the Agreement is prevented by the acts or omissions of the Brand.

Neither the Company nor any of its Group Companies will be liable to the Brand for: losses of profits, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of a Publisher; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

The total liability of the Company and its Group Companies in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the Agreement will be limited to the amount of Network Fee actually received by the Company from the Brand in the 12 month period preceding the date on which the claim arose.

When you use our Services, or send emails to us, you are communicating with us electronically. You agree that we may communicate with you electronically. Such electronic communications may consist of e-mail, notices posted on our Services, "push" mobile notification, and other communications. You agree that all agreements, notices, disclosures, and other communications we send to you electronically will satisfy any requirement that such communication be in writing and, to the extent intended, such communication will be an enforceable and binding term or amendment to this Agreement.

You agree to indemnify and hold Scalapex, its parents, subsidiaries, publishers, officers and employees, harmless from any claim or demand (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) made by any third party due to or arising out of your access to the Services, use of the Services, the violation of this Agreement by you, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

If You have any concern or dispute about the Service, you agree to first try to resolve the dispute informally by contacting the Company.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. By continuing to access or use Our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

General Definitions

For the purposes of these Terms and Conditions:

• Publisher means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to SCALAPEX.
• Device means any device that can access the Service such as a computer, a cellphone, or a digital tablet.
• Service refers to the Website.
• Fee means the Setup Fee, the Monthly Fee, the Network Fee as set out in the Interface, and if applicable, the Reintegration Fee.
• Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
• Website refers to Scalapex, accessible from https://www.scalapex.ai
• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

If you have any questions about these Terms and Conditions, you can contact us:

By email: hello@scalapex.ai