Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the services provided by Scale Data, LLC ("Scale Data," "we," "us," or "our"), including our platform hosting services, consultancy engagements, data processing capabilities, and related offerings (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not access or use the Services.

2. Services Described

2.1 Platform Hosting Services

Scale Data provides managed hosting for web applications, data pipelines, and related infrastructure on cloud platforms including Google Cloud Platform and Amazon Web Services. Hosting services include deployment, monitoring, maintenance, and scaling of client applications in accordance with the applicable service agreement.

2.2 Consultancy Services

We offer data engineering, software development, AI integration, and cloud architecture consulting services. Consultancy engagements are governed by a separate Statement of Work ("SOW") that specifies the scope, deliverables, timeline, and compensation for each engagement. In the event of a conflict between these Terms and a SOW, the SOW shall control with respect to that engagement.

2.3 Data Processing

Where Scale Data processes data on behalf of clients, we act as a data processor under applicable data protection laws. Processing activities, data categories, and security measures are described in our Privacy Policy and any applicable Data Processing Agreement.

3. Account and Authentication

3.1 Account Registration

Certain Services may require you to create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information up to date.

3.2 OAuth and Single Sign-On

We may offer authentication through third-party identity providers, including Google OAuth. When you authenticate using a third-party provider, you authorize us to access certain account information as described during the authorization flow. Your use of third-party authentication is also subject to that provider's terms of service.

3.3 Account Security

You are responsible for safeguarding your account credentials and for any activity that occurs under your account. You must notify us immediately of any unauthorized use of your account at daniel.franks@scaledata.dev.

4. Service Levels

Scale Data endeavors to maintain high availability for all hosted services. Specific uptime commitments, response times, and support availability are defined in the applicable SOW or Service Level Agreement ("SLA"). Where no specific SLA is in place, Scale Data will use commercially reasonable efforts to maintain service availability.

Scheduled maintenance windows will be communicated at least 48 hours in advance via email to the designated contact. Emergency maintenance necessary to protect the integrity or security of the platform may be performed without advance notice.

5. Acceptable Use

You agree not to use the Services to:

• Violate any applicable law, regulation, or third-party right
• Transmit malicious code, viruses, or any destructive or harmful content
• Attempt to gain unauthorized access to any part of the Services, other accounts, or connected systems
• Use the Services for cryptocurrency mining, denial-of-service attacks, or other resource-abusive activities
• Interfere with or disrupt the integrity or performance of the Services
• Store or transmit content that infringes intellectual property rights of any third party
• Process, store, or transmit protected health information (PHI) unless a Business Associate Agreement is in place

Scale Data reserves the right to suspend or terminate access to the Services for any user who violates this Acceptable Use policy, with or without prior notice.

6. Intellectual Property

6.1 Client Data

You retain all right, title, and interest in and to your data ("Client Data"). Client Data includes all information, content, and materials that you provide to Scale Data or that are processed on your behalf through the Services. We do not claim ownership of Client Data.

6.2 Platform and Tools

Scale Data retains all right, title, and interest in and to the platform, software, tools, frameworks, methodologies, and proprietary technology used to deliver the Services ("Scale Data IP"). Nothing in these Terms transfers ownership of Scale Data IP to you.

6.3 Deliverables

Ownership of custom work product and deliverables created during a consultancy engagement will be specified in the applicable SOW. Unless otherwise agreed in writing, custom deliverables created specifically for a client shall be assigned to the client upon full payment, while any pre-existing materials or general-purpose components remain Scale Data IP and are licensed to the client on a non-exclusive, perpetual basis.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCALE DATA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE USE OF THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

SCALE DATA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SCALE DATA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

8. Indemnification

You agree to indemnify, defend, and hold harmless Scale Data and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, or your violation of any rights of a third party.

9. Termination

9.1 Termination by You

You may terminate your use of the Services at any time by providing written notice to Scale Data. For hosted services, termination will be effective at the end of the current billing period unless otherwise agreed.

9.2 Termination by Scale Data

Scale Data may terminate or suspend your access to the Services at any time for cause, including breach of these Terms, non-payment, or violation of the Acceptable Use policy. We will provide reasonable notice where practicable.

9.3 Effect of Termination

Upon termination, your right to use the Services ceases immediately. Scale Data will make Client Data available for export for a period of thirty (30) days following termination, after which Client Data may be deleted. Provisions that by their nature should survive termination, including Sections 6, 7, 8, and 10, will continue to apply.

10. General Provisions

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law provisions.

10.2 Modifications

Scale Data reserves the right to modify these Terms at any time. We will notify you of material changes by email or by posting a notice on our website at least thirty (30) days before the changes take effect. Your continued use of the Services after such notice constitutes acceptance of the modified Terms.

10.3 Entire Agreement

These Terms, together with any applicable SOW, SLA, and Data Processing Agreement, constitute the entire agreement between you and Scale Data with respect to the Services.

10.4 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

11. Contact Information

For questions about these Terms, please contact us at: