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.

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 Publisher's compliance with this Agreement, Scalapex will: 1) permit the Publisher's participation in the Network for its assignment of the Promotional Space; and 2) grant access to the Interface. Scalapex may change any aspect of the Interface at its sole discretion.

The Publisher undertakes that: 1) the Admin shall remain authorized to act on behalf of the Publisher and bind the Publisher; 2) all Authorized Users are permitted to view, or view and operate, the Publisher Account in accordance with any permissions granted on the Interface, which shall be kept up to date by the Publisher; 3) it shall use best endeavours to ensure that the Admin and all Authorized Users shall: (a) access the Interface in their own name under their own Authorized User Account; and (b) keep any passwords confidential.

The Publisher shall: 1) ensure the proper functioning and maintenance of all Links; 2) provide Brands and Scalapex with full and clear instructions as to the Brand Material it may reasonably require for the purposes of the promotion of an Brand or its Products in accordance with this Agreement and the Program Terms; 3) provide Brands reasonable access to information the Brand may require to operate the Brand Program; and 4) remain primarily liable for the acts and omissions of all SubPublishers.

Scalapex hereby grants to the Publisher, for the duration of its participation in the Brand Program, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Brand Materials, without modification, on the Publisher Service in the Promotional Spaces to the extent necessary to enable the Publisher to market the respective Brand and its Products on the Network in compliance with the Agreement and the Program Terms.

Scalapex hereby grants to the Publisher a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free worldwide license to use the Interface to the extent necessary for the Publisher to participate in the Network and perform its obligations under this Agreement.

The Publisher will not, and will not attempt to, change, reverse engineer or create derivative works of the Interface or the Tracking Code. Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause, or which it creates under this Agreement, or which is created by operation of the Tracking Code.

The Tracking Code and Program Terms as interpreted by Scalapex will be the sole bases for recording and determining Actions and Commissions and for tracking. No other means of recording or determining Actions or Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the Publisher and any Brand to the contrary.

Sales, Clicks and Leads will only be attributed to the Publisher where the Tracking Code records that the Publisher was responsible for the most recent referral of the Visitor to the Brand URL prior to that Sale or Lead, unless expressly agreed otherwise between the parties or specified otherwise by the Brand in the respective Program Terms, and in each case subject to any communicated "cookie hierarchy" or "commission hierarchy".

The amount of any Commissions is as may be displayed on the Interface. CPA Commissions in respect of locked Sales will be determined as either: 1) a percentage of the purchase price of the Product(s) subject of the locked Sale, as set out on the Interface; or 2) a fixed amount, irrespective of the purchase price of the Product(s) subject of the locked Sale, as set out on the Interface.

Scalapex will pay the Publisher: 1) Commissions in respect of locked Sales, Leads, Clicks, or one thousand Ad Impressions; and 2) Bonuses agreed between the Publisher and Brands. Payment of Commissions and Bonuses may be subject to any Brand Terms.

Payment statements for Commissions and Bonuses can be accessed by the Publisher via the Interface. The Publisher agrees to the following: 1) the Publisher agrees not to issue invoices for any Commissions and Bonuses generated under this Agreement; 2) Scalapex may provide a copy of this Agreement to the Internal Revenue Service (or equivalent local tax authority) in order to evidence the payment arrangements between Scalapex and the Publisher; 3) the Publisher will immediately notify Scalapex if it transfers any part of its business as a going concern; 4) Scalapex may engage third party service providers to administer the issuing of payments under this Agreement.

The Publishers' participation in the Network does not create any contract between the Publisher and any Brand. During the term of this agreement the Publisher 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 Brand where payments are made to the Publisher in respect of any marketing services (including but not limited to affiliate, display, programmatic, search, email and click-to-call marketing) other than under this Agreement, without Scalapex's prior written approval.

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 Publisher warrants and undertakes to Scalapex for the Term that: 1) neither the Publisher, nor any of its officers or shareholders, have previously been party to an agreement terminated by Scalapex or any Scalapex Group Company for breach; 2) no officer or shareholder of the Publisher has been an officer or shareholder of a company (or other entity) party to an agreement terminated by Scalapex or any Scalapex Group Company for breach; 3) all information about the Publisher set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date (including, but not limited to address details, payment details and tax information); 4) its marketing of any Brand or its Products will comply with all Advertising Standards and Data Regulation; 5) the Publisher Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation); 6) it shall comply with the Code of Conduct at all times; 7) it shall comply with all relevant tax laws; 8) it shall retain ultimate control of the operation of the Publisher Service; 9) it is the owner or valid licensee of any Intellectual Property Rights appearing on the Publisher Service, and that no part of the Publisher Service infringes the rights of any third party; and 10) all Brand Materials will be accurately and faithfully reproduced.

This Agreement will start on the Effective Date and continue until terminated in accordance with its terms. Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if: 1) the other party materially breaches this Agreement; 2) the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.

Scalapex may immediately terminate this Agreement or Suspend the Affiliate if the Affiliate: 1) does not access the Affiliate Account for a period of six months or if no Commissions have been generated for a period of six months; 2) is reasonably suspected by Scalapex to have breached any: (a) of the warranties; (b) Program Terms of an Brand; (c) part of the Code of Conduct.

We may terminate or suspend your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms and Conditions. Upon termination, your right to use the Service will cease immediately.

This policy sets out the entire liability of Scalapex and its Group Companies under or in connection with the Agreement. Each party shall be liable for any breaches of Data Regulation for which they are responsible and accordingly there shall be no joint liability between the parties in respect of such breaches.

Scalapex will not be liable for any losses of the Publisher if Scalapex's compliance with the Agreement is prevented by the acts or omissions of the Publisher.

Scalapex will not be liable to the Publisher for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of an Brand; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

The total liability of Scalapex 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 Scalapex from Brands in respect of Commissions paid to the Publisher 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, affiliates, 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 PERFORMDTC INC, 200 CONTINENTAL DRIVE STE 401 RM434 NEWARK, DE 19713.
• 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, and the Network Fee as set out in the Interface.
• 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