Terms of Service | Scale B.O.S.S.

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:

"Affiliate"

Any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests of such entity.

"Authorized User"

An individual who is authorized by Customer to access and use the Services under the Customer's subscription, and for whom Customer has purchased a subscription seat or license.

"Confidential Information"

All non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

"Customer"

The entity or individual that has entered into a subscription agreement for the Services.

"Customer Data"

All electronic data, information, content, and materials submitted, uploaded, or otherwise transmitted by or on behalf of Customer or any Authorized User to the Services, including but not limited to employee data, performance reviews, analytics data, business metrics, and any other proprietary business information.

"Documentation"

The user guides, online help, release notes, training materials, and other documentation provided or made available by ScaleBoss regarding the use or operation of the Services.

"Effective Date"

The date on which Customer first accepts these Terms or begins using the Services, whichever occurs first.

"Fees"

The subscription fees, per-seat charges, and any other amounts payable by Customer for access to and use of the Services as set forth in the applicable Order Form or subscription agreement.

"Intellectual Property Rights"

All patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals and extensions thereof.

"Malicious Code"

Any software, code, or technology designed to disrupt, disable, harm, or otherwise impede the operation of the Services or any other software, firmware, hardware, computer system, or network, including viruses, worms, Trojan horses, ransomware, spyware, adware, and any other malicious or unwanted software.

"Order Form"

Any ordering document, online registration, or subscription page that specifies the Services to be provided, pricing, subscription term, and other commercial terms, and that references these Terms.

"Personal Data"

Any information relating to an identified or identifiable natural person, including but not limited to names, email addresses, phone numbers, employee identification numbers, and any other information defined as "personal data," "personal information," or similar terms under applicable data protection laws.

"Services"

The ScaleBoss AI platform and all related software, applications, features, functionality, tools, and services made available by ScaleBoss, whether accessed through web browsers, mobile applications, APIs, or any other means.

"Subscription Term"

The period during which Customer has agreed to subscribe to the Services, as specified in the applicable Order Form.

"Third-Party Services"

Any third-party products, services, applications, integrations, or platforms that may be accessed through, integrated with, or used in connection with the Services.

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:

You are at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater
You have the legal capacity and authority to enter into this Agreement
You are not located in, or a resident of, any country subject to U.S. trade sanctions or embargoes
You are not identified on any U.S. government list of prohibited or restricted parties
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:

A minor under the age of eighteen (18) or the age of legal majority in your jurisdiction
Prohibited by applicable law from using the Services
A competitor of ScaleBoss or affiliated with a competitor, unless expressly authorized in writing by ScaleBoss
Using automated means (including bots, scrapers, crawlers, or similar technologies) to access the Services, except for authorized search engine indexing of public information
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:

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
Use the Services to process data on behalf of any third party
Modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks
Use the Services to store or transmit infringing, libelous, defamatory, or otherwise unlawful or tortious material
Use the Services to store or transmit material in violation of third-party privacy rights
Use the Services to store or transmit Malicious Code
Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein
Attempt to gain unauthorized access to the Services or their related systems or networks
Copy, frame, or mirror any part or content of the Services
Access the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services
Remove, alter, or obscure any proprietary notices in the Services
Use the Services in violation of any applicable law or regulation
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:

Use the Services for any illegal, harmful, or fraudulent purpose
Upload, post, or transmit any content that is unlawful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable
Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity
Interfere with or disrupt the Services or servers or networks connected to the Services
Attempt to probe, scan, or test the vulnerability of the Services or any related system or network
Use any robot, spider, scraper, or other automated means to access the Services for any purpose
Collect or harvest any personally identifiable information from the Services without authorization
Use the Services to send spam, chain letters, or other unsolicited communications
Use the Services in any manner that could damage, disable, overburden, or impair the Services
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

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 License to Customer Data

Customer hereby grants ScaleBoss a non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, modify, and display Customer Data solely to the extent necessary to:

Provide, maintain, and improve the Services
Prevent or address technical or security issues
Respond to Customer support requests
Comply with applicable law or legal process
As otherwise permitted by these Terms or authorized by Customer

7.3 Aggregated and Anonymized Data

Notwithstanding the foregoing, ScaleBoss may collect, use, and disclose aggregated, anonymized, or de-identified data derived from Customer Data ("Aggregated Data") for any lawful purpose, including to analyze and improve the Services, create benchmarks, conduct research, and develop new products and services. Aggregated Data will not identify Customer, any Authorized User, or any individual, and ScaleBoss shall own all right, title, and interest in and to such Aggregated Data.

7.4 Customer Responsibilities

Customer is solely responsible for:

The accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data
Obtaining all necessary consents, authorizations, and permissions from individuals whose data is uploaded to or processed through the Services
Providing appropriate notice to such individuals regarding the collection and use of their data
Ensuring that the collection, use, and transfer of Customer Data complies with all applicable laws and regulations
Maintaining appropriate backups of Customer Data

7.5 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.

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 you use AI Features, certain Customer Data may be transmitted to third-party AI providers for processing. ScaleBoss maintains contractual agreements with these providers that restrict their use of Customer Data to providing the requested services only. These providers are contractually prohibited from using Customer Data to train their general-purpose AI models. However, Customer acknowledges and agrees that:

AI-generated outputs may not always be accurate, complete, or appropriate
AI Features are provided "as is" without warranties of any kind
Customer is solely responsible for reviewing and validating all AI-generated outputs before relying on them for any purpose

8.3 AI Limitations

Customer acknowledges that AI Features:

Are intended to assist and augment human decision-making, not replace it
May produce outputs that are inaccurate, incomplete, biased, or inappropriate
Should not be relied upon as the sole basis for any material business, legal, financial, or personnel decisions
May be subject to limitations, errors, or interruptions
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:

Reviewing and accepting the terms of any Third-Party Services you choose to connect
Ensuring that your use of Third-Party Services complies with applicable laws
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.

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:

Is or becomes publicly available through no fault of the Receiving Party
Was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party
Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure
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:

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
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

Important Legal Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." SCALEBOSS AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

SCALEBOSS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SCALEBOSS DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, OR MEET CUSTOMER'S REQUIREMENTS.

SCALEBOSS MAKES NO WARRANTIES REGARDING AI FEATURES, INCLUDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR APPROPRIATENESS OF AI-GENERATED OUTPUTS. CUSTOMER ACKNOWLEDGES THAT AI FEATURES MAY PRODUCE ERRORS, BIASES, OR INACCURACIES.

SCALEBOSS MAKES NO WARRANTIES REGARDING ANY THIRD-PARTY SERVICES OR INTEGRATIONS.

Some jurisdictions do not allow the disclaimer of implied warranties, so the above disclaimer may not apply to you to the extent prohibited by applicable law.

15. Limitation of Liability

Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCALEBOSS, ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, BUSINESS OPPORTUNITIES, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF SCALEBOSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

15.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF SCALEBOSS AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO SCALEBOSS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED UNITED STATES DOLLARS (US $100).

15.3 Basis of the Bargain

CUSTOMER ACKNOWLEDGES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. SCALEBOSS WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY SET FORTH HEREIN.

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:

Customer's or any Authorized User's use or misuse of the Services
Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third-party rights
Any actual or alleged violation of this Agreement by Customer or any Authorized User
Any actual or alleged violation of applicable law by Customer or any Authorized User
Any dispute between Customer and any third party, including any Authorized User or employee
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.

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:

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

Customer's access to the Services will be immediately terminated
Customer shall pay all Fees accrued through the date of termination
Each party shall return or destroy all Confidential Information of the other party
ScaleBoss may delete all Customer Data within thirty (30) days after termination

17.4 Survival

The following provisions shall survive termination of this Agreement: Sections 2, 7.1, 7.3, 12, 13, 14.2, 15, 16, 17.3, 17.4, 18, and 19.

18. Governing Law and Dispute Resolution

18.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

18.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Austin, Texas, before a single arbitrator. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

18.3 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, CONSOLIDATED, OR REPRESENTATIVE ACTION.

18.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights or confidential information.

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.

19.2 Amendments

ScaleBoss may modify these Terms at any time by posting the revised Terms on the Services or by providing notice to Customer. Customer's continued use of the Services after any such modification constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer must stop using the Services.

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.