Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between you ("User," "you," or "your") and Good to Growing, Inc., a Texas corporation doing business as ScaleBoss AI ("ScaleBoss," "Company," "we," "us," or "our"). These Terms govern your access to and use of the ScaleBoss AI platform, including our websites, mobile applications, software-as-a-service offerings, application programming interfaces, and all related services (collectively, the "Services" or "Platform").

ScaleBoss AI is a comprehensive business operating system that combines analytics, employee reviews, performance management, and artificial intelligence-powered insights to facilitate informed decision-making within your organization.

BY ACCESSING OR USING THE SERVICES, CLICKING "I ACCEPT," CREATING AN ACCOUNT, OR EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE.

If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms, in which case "you" and "your" shall refer to such entity and its affiliates.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

2. Definitions

The following terms have specific meanings throughout this Agreement:

3. Account Registration and Security

3.1 Account Creation

To access the Services, you must register for an account by providing accurate, current, and complete information as prompted by the registration process, including your name, email address, organization name, and other requested information. You agree to maintain and promptly update your registration information to keep it accurate, current, and complete.

3.2 Account Credentials

You are responsible for maintaining the confidentiality and security of your account credentials, including your username and password. You agree to: (a) create a strong, unique password; (b) not share your account credentials with any third party; (c) not allow others to access your account; (d) immediately notify ScaleBoss of any unauthorized use of your account or any other breach of security; and (e) ensure that you log out of your account at the end of each session.

3.3 Account Responsibility

You are solely responsible for all activities that occur under your account, whether or not authorized by you. ScaleBoss shall not be liable for any loss, damage, or other liability arising from your failure to comply with this Section or from any unauthorized access to or use of your account.

3.4 Per-Seat Licensing

Access to the Services is licensed on a per-seat basis. Each Authorized User must have their own unique account and login credentials. Account sharing, concurrent use of a single account by multiple individuals, or any attempt to circumvent per-seat licensing restrictions is strictly prohibited and constitutes a material breach of these Terms.

4. User Eligibility and Restrictions

4.1 Eligibility Requirements

You represent and warrant that:

(i) You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater

(ii) You have the legal capacity and authority to enter into this Agreement

(iii) You are not located in, or a resident of, any country subject to U.S. trade sanctions or embargoes

(iv) You are not identified on any U.S. government list of prohibited or restricted parties

(v) Your use of the Services will not violate any applicable law, regulation, or rule

4.2 Prohibited Users

You may not access or use the Services if you are:

(i) A minor under the age of eighteen (18) or the age of legal majority in your jurisdiction

(ii) Prohibited by applicable law from using the Services

(iii) A competitor of ScaleBoss or affiliated with a competitor, unless expressly authorized in writing by ScaleBoss

(iv) Using automated means (including bots, scrapers, crawlers, or similar technologies) to access the Services, except for authorized search engine indexing of public information

(v) Intending to use the Services for any harmful, unlawful, or unauthorized purpose

5. License Grant and Restrictions

5.1 License Grant

Subject to your compliance with these Terms and payment of all applicable Fees, ScaleBoss hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your internal business purposes during the Subscription Term. This license does not include any right to: (a) sublicense, sell, resell, transfer, assign, distribute, or otherwise make the Services available to any third party; (b) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, or disassemble the Services; or (c) access the Services for purposes of building a competitive product or service.

5.2 Restrictions on Use

You shall not, and shall not permit any third party to:

(i) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third party other than Authorized Users

(ii) Use the Services to process data on behalf of any third party

(iii) Modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks

(iv) Use the Services to store or transmit infringing, libelous, defamatory, or otherwise unlawful or tortious material

(v) Use the Services to store or transmit material in violation of third-party privacy rights

(vi) Use the Services to store or transmit Malicious Code

(vii) Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein

(viii) Attempt to gain unauthorized access to the Services or their related systems or networks

(ix) Copy, frame, or mirror any part or content of the Services

(x) Access the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services

(xi) Remove, alter, or obscure any proprietary notices in the Services

(xii) Use the Services in violation of any applicable law or regulation

(xiii) Use the Services to send unsolicited communications, promotions, advertisements, or spam

5.3 Reservation of Rights

ScaleBoss and its licensors reserve all rights not expressly granted in these Terms. The Services are licensed, not sold, and ScaleBoss retains all right, title, and interest in and to the Services, including all related Intellectual Property Rights. No rights are granted to you hereunder other than as expressly set forth herein.

6. Acceptable Use Policy

6.1 Compliance with Laws

You agree to use the Services in compliance with all applicable federal, state, local, and international laws, regulations, and rules, including but not limited to laws governing data protection, privacy, employment, labor relations, and anti-discrimination.

6.2 Prohibited Conduct

You agree not to:

(i) Use the Services for any illegal, harmful, or fraudulent purpose

(ii) Upload, post, or transmit any content that is unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable

(iii) Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity

(iv) Interfere with or disrupt the Services or servers or networks connected to the Services

(v) Attempt to probe, scan, or test the vulnerability of the Services or any related system or network

(vi) Use any robot, spider, scraper, or other automated means to access the Services for any purpose

(vii) Collect or harvest any personally identifiable information from the Services without authorization

(viii) Use the Services to send spam, chain letters, or other unsolicited communications

(ix) Use the Services in any manner that could damage, disable, overburden, or impair the Services

(x) Engage in any other conduct that restricts or inhibits any other user from using or enjoying the Services

6.3 Enforcement

ScaleBoss reserves the right, but has no obligation, to investigate any suspected violation of these Terms or any misuse of the Services. ScaleBoss may, in its sole discretion, immediately suspend or terminate your access to the Services, remove any content, or take any other action ScaleBoss deems appropriate, with or without notice, if ScaleBoss believes you have violated these Terms or applicable law.

7. Customer Data and ScaleBoss Use of Data

7.1 Ownership of Customer Data

As between ScaleBoss and Customer, Customer retains all right, title, and interest in and to Customer Data. ScaleBoss acquires no ownership rights in Customer Data under this Agreement.

7.2 Service Data Defined

"Service Data" means Customer Data together with all data, content, communications, prompts, inputs, outputs, telemetry, configuration, usage, performance, and operational metrics generated by, derived from, observed in, or transmitted through Customer's use of the Services.

7.3 ScaleBoss's Use of Service Data

Customer grants ScaleBoss a limited, worldwide, royalty-free, non-exclusive license to access, host, store, copy, transmit, reproduce, and process Service Data solely as necessary to:

(i) operate, provide, maintain, secure, support, and improve the Services for Customer and other customers;

(ii) generate analytics, telemetry, and de-identified data used solely for the internal operation, security, and integrity of the Services; and

(iii) comply with applicable law and respond to lawful requests from government authorities.

ScaleBoss represents that it does not train, fine-tune, or otherwise develop its own artificial intelligence or machine learning models on Customer Data, and that ScaleBoss does not sell Customer Data to third parties for third-party marketing purposes. ScaleBoss will not, on its own behalf, solicit Customer's clients, contacts, or end-users for so long as Customer remains an active customer of the Services. The foregoing does not limit ScaleBoss's right to send system-generated, transactional, service-related, account, billing, security, or other business communications to Customer's Authorized Users or to any persons whose contact information is provided to ScaleBoss through the Services in connection with the operation of the Services. Other than as expressly set forth in this Section 7.3 and Section 8 (Artificial Intelligence Features), ScaleBoss will not use Customer Data for any purpose other than to provide the Services to Customer.

The license granted in this Section 7.3 terminates upon termination or expiration of this Agreement, except that ScaleBoss may continue to hold Customer Data during the deletion window described in Section 17.3 and may retain de-identified, aggregated data that cannot reasonably be re-identified to Customer.

7.4 No Sale of Personal Data

ScaleBoss does not sell Personal Data to third parties for monetary consideration. ScaleBoss's use of Service Data for the purposes set forth in Section 7.3 does not constitute a "sale" of Personal Data under applicable privacy law.

7.5 Aggregated and De-Identified Data

ScaleBoss may generate and retain aggregated, anonymized, and de-identified data derived from Service Data, and may use such data solely for: (a) the internal operation, security, and integrity of the Services; (b) abuse prevention; and (c) reporting in summary form that does not identify Customer or any individual. ScaleBoss owns all right, title, and interest in such aggregated, anonymized, and de-identified data. ScaleBoss will not re-identify, or attempt to re-identify, de-identified data.

7.6 Customer Responsibilities and Representations

(a) Customer Responsibilities. Customer is solely responsible for:

(i) the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data;

(ii) providing individuals whose Personal Data is included in Customer Data with appropriate notice of the processing of their data through the Services;

(iii) ensuring that the collection, use, and transfer of Service Data complies with all applicable laws and regulations; and

(iv) maintaining appropriate backups of Customer Data exported from the Services.

(b) Customer Representations and Warranties. Customer hereby represents and warrants to ScaleBoss as follows:

(i) General representation. Customer has obtained, and will maintain throughout the Subscription Term, all rights, consents, authorizations, and notices required by applicable law for Customer to upload and submit Customer Data to the Services and to permit ScaleBoss's use of Service Data as described in this Agreement.

(ii) Regulated-professional representation. Where Customer (or any Authorized User acting on Customer's behalf) is, or holds out as, a licensed or regulated professional subject to heightened confidentiality, fiduciary, ethical, or client-consent obligations — including, without limitation, tax-return preparers and other persons subject to IRC §§ 7216 and 6713 and Treasury Regulation § 301.7216 (including the consent-format requirements of Rev. Proc. 2013-14 and its successors), persons subject to IRS Circular 230, certified public accountants and other persons subject to the AICPA Code of Professional Conduct (including Rule 1.700 on Confidential Client Information), attorneys subject to state bar rules of professional responsibility, registered investment advisers subject to the Investment Advisers Act of 1940 and applicable state securities laws, and any other licensed or regulated professional subject to comparable obligations — Customer is, and will remain throughout the Subscription Term, in compliance with all such obligations in connection with Customer's use of the Services. If at any time during the Subscription Term Customer becomes unable to maintain such compliance, Customer will promptly notify ScaleBoss in writing and discontinue Customer's use of the Services within thirty (30) days.

7.7 Sensitive Data

Customer acknowledges that the Services may contain sensitive company data, including employee performance reviews, compensation information, and other confidential business information. Customer is responsible for implementing appropriate access controls within the Services and ensuring that such sensitive data is only accessible to authorized personnel.

7.8 Security and Breach Notification

ScaleBoss maintains administrative, technical, and physical safeguards designed to protect Service Data against unauthorized access, use, alteration, or disclosure, including encryption of Customer Data in transit and at rest, tenant-level data isolation, role-based access controls, and access-logging. In the event of a confirmed unauthorized acquisition of, or unauthorized access to, Customer Data, ScaleBoss will notify Customer without undue delay, and in any event within the timeframes required by applicable data-breach notification law, and will cooperate with Customer's reasonable investigation of the incident.

8. Artificial Intelligence Features

8.1 AI-Powered Features

The Services may include features and functionality that utilize artificial intelligence and machine learning technologies ("AI Features"), including but not limited to analytics, insights, recommendations, predictions, and automated processing. AI Features may be powered by third-party AI service providers, including OpenAI and Anthropic.

8.2 AI Data Processing

When Customer uses AI Features, Service Data (including Customer Data) may be transmitted to one or more third-party AI service providers for the purpose of inference. The current third-party AI service providers used by the Services are Anthropic, PBC and OpenAI, L.L.C., each of which is identified as a Subprocessor in Section 21.

Based on representations made by Anthropic and OpenAI in their respective publicly available terms and policies, neither provider uses Customer Data submitted via their APIs to train its generally-available models, and each provider's standard data-handling commitments include time-limited retention of inference data (typically up to thirty (30) days) for purposes such as abuse monitoring. ScaleBoss does not authorize either provider to use Customer Data for any purpose other than providing inference services to ScaleBoss. ScaleBoss does not independently verify either provider's data-handling practices and makes no representation or warranty regarding the accuracy of their representations or the conduct of either provider.

Customer acknowledges and agrees that:

(i) AI-generated outputs may not always be accurate, complete, or appropriate;

(ii) AI Features are provided "as is" without warranties of any kind;

(iii) Customer is solely responsible for reviewing and validating all AI-generated outputs before relying on them for any purpose; and

(iv) Customer should not submit to the Services any data Customer is unwilling to have processed as described in this Section 8.2 and Section 7.3.

8.3 AI Limitations

Customer acknowledges that AI Features:

(i) Are intended to assist and augment human decision-making, not replace it

(ii) May produce outputs that are inaccurate, incomplete, biased, or inappropriate

(iii) Should not be relied upon as the sole basis for any material business, legal, financial, or personnel decisions

(iv) May be subject to limitations, errors, or interruptions

(v) Are not designed for and should not be used in any manner that could cause harm to individuals or violate applicable laws

8.4 No Automated Decision-Making

ScaleBoss does not engage in fully automated decision-making that produces legal or similarly significant effects on individuals. All AI-powered recommendations, insights, and outputs are intended to inform and support human decision-makers within Customer's organization. Customer is solely responsible for all decisions made based on or in connection with AI Features.

9. Third-Party Services and Integrations

9.1 Third-Party Integrations

The Services may allow you to connect, integrate, or interact with third-party services, applications, and platforms ("Third-Party Services"). These integrations are provided for your convenience and may involve the transmission of Customer Data to such Third-Party Services. ScaleBoss does not control and is not responsible for Third-Party Services, their content, privacy practices, or availability.

9.2 Third-Party Terms

Your use of Third-Party Services is governed by the terms of service, privacy policies, and other agreements between you and the applicable third-party providers. You are solely responsible for:

(i) Reviewing and accepting the terms of any Third-Party Services you choose to connect

(ii) Ensuring that your use of Third-Party Services complies with applicable laws

(iii) Any data shared with or accessed by Third-Party Services

ScaleBoss disclaims all liability arising from your use of Third-Party Services.

9.3 Integration Data

When you enable integrations with Third-Party Services, you authorize ScaleBoss to access, transmit, and process data from such Third-Party Services as necessary to provide the integrated functionality. You represent that you have all necessary rights and authorizations to share such data with ScaleBoss and to allow ScaleBoss to process it in connection with the Services.

10. Fees and Payment

10.1 Subscription Fees

Customer agrees to pay all Fees as specified in the applicable Order Form or subscription agreement. The Services are offered on a subscription basis with per-seat pricing. Fees are based on the number of Authorized Users and the Subscription Term selected. All Fees are quoted and payable in United States dollars unless otherwise specified.

10.2 Payment Terms

Customer shall provide valid payment information, including credit card or bank account details, and authorize ScaleBoss to charge such payment method through our third-party payment processor, Stripe, for all applicable Fees. Subscription Fees are billed in advance on a recurring basis (monthly or annually, as applicable) and are due upon the commencement of each billing period. Invoiced amounts are due within thirty (30) days of the invoice date.

10.3 Non-Refundable Fees

ALL FEES ARE NON-REFUNDABLE. Except as expressly provided otherwise in this Agreement or as required by applicable law, all Fees paid are non-refundable and all payment obligations are non-cancelable. Customer shall not be entitled to any refund, credit, or proration of Fees in the event of termination or suspension of the Services, regardless of the reason for such termination or suspension.

10.4 Taxes

Fees are exclusive of all applicable taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, and withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with Customer's purchases under this Agreement, excluding taxes based on ScaleBoss's net income.

10.5 Late Payments

Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Customer shall reimburse ScaleBoss for all costs of collection, including reasonable attorneys' fees.

10.6 Suspension for Non-Payment

ScaleBoss may suspend Customer's access to the Services immediately upon notice if any Fees are more than fifteen (15) days overdue. Suspension of Services shall not relieve Customer of its obligation to pay all outstanding Fees.

10.7 Price Changes

ScaleBoss reserves the right to change Fees at any time. Any Fee changes will become effective at the beginning of the next Subscription Term following notice to Customer. Customer's continued use of the Services after a Fee change constitutes acceptance of the new Fees.

10.8 Subscription Term and Monthly Auto-Renewal

Unless the applicable Order Form specifies a different term, the Subscription Term begins on the Start Date specified in the Order Form and continues on a month-to-month basis. The Subscription Term will automatically renew for successive one-month terms unless either party gives the other written notice of non-renewal before the start of the next monthly billing cycle. Renewal Fees will be charged at ScaleBoss's then-current rates, which may differ from prior pricing.

11. Free Trial

11.1 Free Trial Availability

ScaleBoss may offer a free trial of the Services for a limited period. If you register for a free trial, ScaleBoss will make the Services available to you on a trial basis, free of charge, until the earlier of: (a) the end of the free trial period; (b) the start of a paid subscription; or (c) termination of the free trial by ScaleBoss in its sole discretion.

11.2 Free Trial Terms

Any free trial is subject to all of the terms and conditions of this Agreement, except as otherwise specified. ScaleBoss may terminate any free trial at any time, for any reason, without notice or liability. ScaleBoss reserves the right to limit free trial eligibility, modify free trial terms, or discontinue free trials entirely at any time.

11.3 Free Trial Data

Upon expiration or termination of a free trial, ScaleBoss may delete all Customer Data associated with the free trial account without notice. Customer is solely responsible for exporting any data it wishes to retain prior to the end of the free trial period.

FREE TRIAL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND ARE NOT SUBJECT TO ANY SERVICE LEVEL COMMITMENTS.

12. Intellectual Property

12.1 ScaleBoss Intellectual Property

The Services, including all software, code, algorithms, designs, graphics, user interfaces, features, functionality, content, documentation, and all Intellectual Property Rights therein, are and shall remain the exclusive property of ScaleBoss and its licensors. The ScaleBoss name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ScaleBoss or its affiliates. You may not use such marks without the prior written permission of ScaleBoss.

12.2 Feedback

If you provide ScaleBoss with any suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Services ("Feedback"), you hereby grant ScaleBoss a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, copy, modify, create derivative works from, distribute, publicly display, publicly perform, and otherwise exploit such Feedback in any manner and for any purpose, without attribution, compensation, or other obligation to you.

12.3 No Implied Licenses

Except for the limited license expressly granted in this Agreement, nothing in this Agreement shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of ScaleBoss's Intellectual Property Rights or other proprietary rights.

13. Confidentiality

13.1 Confidential Information

Each party (the "Receiving Party") agrees to hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party"), except as expressly permitted under this Agreement. Confidential Information of Customer includes Customer Data. Confidential Information of ScaleBoss includes the Services, Documentation, pricing, and the terms of this Agreement.

13.2 Exclusions

Confidential Information does not include information that:

(i) Is or becomes publicly available through no fault of the Receiving Party

(ii) Was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party

(iii) Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure

(iv) Is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information

13.3 Permitted Disclosures

The Receiving Party may disclose Confidential Information:

(i) To its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein

(ii) As required by law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt notice (to the extent legally permitted) and reasonable assistance to contest such disclosure

13.4 Protection Standards

The Receiving Party shall protect the Disclosing Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind, but in no event less than reasonable care. The confidentiality obligations set forth in this Section shall survive termination of this Agreement for a period of three (3) years.

14. Warranties and Disclaimers

14.1 Limited Warranty

ScaleBoss warrants that: (a) it has the authority to enter into this Agreement; and (b) the Services will perform materially in accordance with the applicable Documentation during the Subscription Term. Customer's sole and exclusive remedy for any breach of this warranty shall be, at ScaleBoss's option: (i) repair or replacement of the non-conforming Services; or (ii) termination of this Agreement and refund of any prepaid, unused Fees for the affected Services.

14.2 Disclaimer of Warranties

15. Limitation of Liability

15.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you to the extent prohibited by applicable law. In such jurisdictions, ScaleBoss's liability shall be limited to the maximum extent permitted by law.

16. Indemnification

16.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless ScaleBoss, its Affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, the "ScaleBoss Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

(i) Customer's or any Authorized User's use or misuse of the Services

(ii) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party rights

(iii) Any actual or alleged violation of this Agreement (including any Order Form executed by Customer) by Customer or any Authorized User

(iv) Any actual or alleged breach of any representation or warranty made by Customer in this Agreement (including the representations and warranties in Section 7.6(b) and any representations and warranties in an Order Form executed by Customer)

(v) Any actual or alleged violation of applicable law by Customer or any Authorized User

(vi) Any dispute between Customer and any third party, including any Authorized User or employee

(vii) Customer's products, services, or business practices

16.2 Indemnification Procedures

ScaleBoss shall provide Customer with: (a) prompt written notice of any claim subject to indemnification; (b) sole control over the defense and settlement of such claim (provided that Customer shall not settle any claim without ScaleBoss's prior written consent if such settlement would impose any obligation on ScaleBoss or require ScaleBoss to admit fault); and (c) reasonable cooperation in the defense of such claim at Customer's expense.

16.3 ScaleBoss IP Indemnification

ScaleBoss will defend Customer against any third-party claim alleging that the Services, when used by Customer in accordance with this Agreement, infringe any U.S. patent, copyright, trademark, or trade secret of such third party, and will pay any settlement amounts ScaleBoss agrees to or damages finally awarded against Customer by a court of competent jurisdiction. ScaleBoss has no obligation under this Section 16.3 for any claim arising from: (a) Customer Data or other materials provided by Customer; (b) modifications to the Services not made by ScaleBoss; (c) combination of the Services with products, software, or data not provided by ScaleBoss; (d) Customer's use of the Services in breach of this Agreement; or (e) AI-generated outputs or use of AI Features.

If the Services become, or in ScaleBoss's reasonable opinion are likely to become, the subject of an infringement claim, ScaleBoss may, at its option: (i) procure for Customer the right to continue using the Services; (ii) modify the Services to be non-infringing; or (iii) terminate the affected Services and refund a pro-rated portion of prepaid Fees for the remainder of the then-current monthly term.

THIS SECTION 16.3 STATES SCALEBOSS'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT.

17. Termination

17.1 Termination for Convenience

Either party may terminate this Agreement at any time upon thirty (30) days' prior written notice to the other party. Termination by Customer for convenience shall not entitle Customer to any refund of Fees already paid.

17.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if:

(i) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof

(ii) The other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors

ScaleBoss may also terminate this Agreement or suspend Customer's access to the Services immediately and without notice if Customer violates Section 5 (License Restrictions), Section 6 (Acceptable Use Policy), or Section 10 (Fees and Payment).

17.3 Effects of Termination

Upon termination or expiration of this Agreement:

(i) Customer's access to the Services will be immediately terminated;

(ii) Customer shall pay all Fees accrued through the date of termination;

(iii) Each party shall return or destroy all Confidential Information of the other party;

(iv) Customer may export Customer Data through self-service tools available in the Services or by written request to ScaleBoss within thirty (30) days after termination; and

(v) within thirty (30) days after termination or expiration, ScaleBoss will delete all Customer Data from its production systems, except that (A) encrypted, immutable backups will be overwritten in the ordinary backup rotation cycle within sixty (60) additional days, and (B) ScaleBoss may retain de-identified, aggregated data as described in Section 7.5 and information required to be retained by applicable law. ScaleBoss will submit corresponding deletion requests to each Subprocessor that retained Customer Data on ScaleBoss's behalf during the Subscription Term.

17.4 Survival

The following provisions shall survive termination of this Agreement: Sections 2, 7.1, 7.4, 7.5 (with respect to ScaleBoss's continued use of de-identified, aggregated data only), 7.6 (with respect to Customer's representations and warranties and indemnification obligations relating thereto), 10 (with respect to amounts accrued through termination), 12, 13, 14.2, 15, 16, 17.3, 17.4, 18, 19, and 21.

18. Governing Law and Dispute Resolution

18.1 Governing Law

This Agreement and any Dispute (as defined below) will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

18.2 Federal Arbitration Act

The arbitration provisions of this Section 18 are governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and evidence a transaction involving interstate commerce.

18.3 Mandatory Binding Arbitration

Any dispute, claim, or controversy arising out of, relating to, or in connection with this Agreement, the Privacy Policy, or the Services (including their formation, performance, breach, termination, validity, or interpretation) (each a "Dispute") will be finally resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect.

18.4 Single Arbitrator; AAA Appointment

The arbitration will be conducted before a single neutral arbitrator. The parties will attempt in good faith to agree on the arbitrator within fifteen (15) days after the demand for arbitration is filed. If the parties do not agree within that period, the AAA will appoint the arbitrator in accordance with its Commercial Arbitration Rules, and the AAA's appointment will be final and binding.

18.5 Seat and Venue

The seat and venue of the arbitration will be Austin, Travis County, Texas, and any in-person hearing will take place there unless the parties agree in writing otherwise. Judgment on the award may be entered in any court of competent jurisdiction.

18.6 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SCALEBOSS AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. THE ARBITRATOR HAS NO AUTHORITY TO CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. IF THIS WAIVER IS HELD UNENFORCEABLE AS TO ANY PORTION OF A DISPUTE, THAT PORTION WILL BE SEVERED AND PROCEED IN STATE OR FEDERAL COURT IN TRAVIS COUNTY, TEXAS, AND THE REMAINDER WILL PROCEED IN ARBITRATION.

18.7 Jury Trial Waiver

EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY.

18.8 Confidentiality of Arbitration

Except as needed to enforce an award or as required by law, the parties will keep all aspects of any arbitration (including the existence, content, and result) confidential, and will not disclose any such information to any third party without the other party's prior written consent.

18.9 One-Year Time Limit

Any Dispute must be commenced within one (1) year after the cause of action accrues, or it is permanently barred, except where applicable law prohibits a contractual shortening of the limitations period.

18.10 Injunctive Relief

Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive or other equitable relief in the state or federal courts located in Travis County, Texas, to prevent or stop the actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information, and the parties consent to the personal jurisdiction of those courts for such purposes.

19. General Provisions

19.1 Entire Agreement

This Agreement, together with any Order Forms and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, written or oral, between the parties regarding such subject matter. In the event of any conflict among an Order Form, a Customer Subscription Agreement, these Terms, or the Privacy Policy, these Terms (and, where applicable, the Privacy Policy) control. The Order Form and any Customer Subscription Agreement set forth commercial terms only.

19.2 Amendments to These Terms

ScaleBoss may, in its sole discretion and at any time, modify, amend, supplement, or replace these Terms. For material modifications, ScaleBoss will provide notice by one or more of the following methods at least fifteen (15) days before the modification takes effect: (a) email to Customer's notice address; (b) in-product notice within the Services; or (c) for non-material or clarifying changes, posting the revised Terms at https://scaleboss.ai/terms with an updated "Last Updated" date. Modifications take effect on the date stated in the notice or, if no date is stated, on the date the revised Terms are first made available by any of the methods in (a)-(c).

CUSTOMER'S CONTINUED ACCESS TO OR USE OF THE SERVICES AFTER THE EFFECTIVE DATE OF ANY MODIFICATION CONSTITUTES CUSTOMER'S BINDING ACCEPTANCE OF, AND AGREEMENT TO BE BOUND BY, THE MODIFIED TERMS, WITHOUT THE NEED FOR ANY ADDITIONAL SIGNATURE, CLICK-THROUGH, COUNTERSIGNATURE, ORDER FORM, OR OTHER AFFIRMATIVE ACTION. If Customer does not agree to the modified Terms, Customer's sole and exclusive remedy is to (i) cease all access to and use of the Services and (ii) provide written notice of non-renewal in accordance with the applicable Order Form or subscription. No refund or credit will be issued.

19.3 Waiver

No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof.

19.4 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

19.5 Assignment

Customer may not assign or transfer this Agreement or any rights or obligations hereunder without ScaleBoss's prior written consent. ScaleBoss may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void.

19.6 Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by email, certified mail, or overnight courier. Notices to ScaleBoss shall be sent to legal@scaleboss.ai. Notices to Customer shall be sent to the email address associated with Customer's account.

19.7 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

19.8 Independent Contractors

The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the parties.

19.9 Third-Party Beneficiaries

Except as expressly provided herein, this Agreement does not create any rights in any third parties, and no third party shall have any right to enforce any provision of this Agreement.

20. Contact Information

If you have any questions, comments, or concerns about these Terms of Service, please contact us at:

Good to Growing, Inc. (d/b/a Scale B.O.S.S., Scale B.O.S.S. AI)
6705 W Highway 290 Ste 607 #2006
Austin, TX 78735
Email: legal@scaleboss.ai

We will respond to your inquiry within 30 days or as required by applicable law.

21. Subprocessors

21.1 Use of Subprocessors

ScaleBoss engages third-party service providers (each a "Subprocessor") to process Service Data in connection with the operation of the Services. ScaleBoss seeks to engage Subprocessors that maintain appropriate data-handling practices, and the data-handling practices of each Subprocessor are governed by that Subprocessor's own publicly available terms and policies. The data-handling representations applicable to the third-party AI service providers used by the Services are set forth in Section 8.2.

21.2 Current Subprocessors

The following table lists the Subprocessors that process Service Data as of the Last Updated date of these Terms.

21.3 Notification of New Subprocessors

ScaleBoss may engage new Subprocessors or replace existing Subprocessors from time to time. ScaleBoss will provide at least thirty (30) days' prior notice of any new Subprocessor or material change to the list above by updating this Section 21 and updating the "Last Updated" date at the top of these Terms. If Customer reasonably objects to a new Subprocessor on data-privacy or data-security grounds within ten (10) days of the notice, Customer may, as Customer's sole remedy, terminate this Agreement without further obligation other than payment of Fees accrued through the effective date of termination.

21.4 Subprocessor Acts and Omissions

ScaleBoss is responsible for each Subprocessor's processing of Service Data to the same extent ScaleBoss would be responsible if ScaleBoss were performing the services itself.