These Terms of Use (this “Agreement”) govern your access to and use of the automation and integration platform and related services (“Platform” or “Service”) provided by SCALE AI TECHNOLOGIES LTD, a company registered in England and Wales (Company Number 15489002) (“SCALE AI”, “we”, “us” or “our”). By creating an account, executing an order, or otherwise using the Platform, you (“Customer”, “Account Holder” or “you”) agree to be bound by this Agreement. If you are using the Service on behalf of an organisation, you represent that you have the authority to accept this Agreement on that organisation’s behalf. If you do not agree to these Terms, you must not use the Platform.

This Agreement is effective as of the date you first accept it or access the Platform (the “Effective Date”). It forms a binding contract between you and SCALE AI. This Agreement, together with any applicable Order Form or subscription plan details, and any documents expressly incorporated by reference (such as our Privacy Policy and Data Processing Addendum), constitute the entire agreement governing your use of the Service.

1. Definitions

For the purposes of this Agreement, the following terms have the meanings set forth below. Other capitalised terms have the meanings given where they are first used in the Agreement.

• “Account” means your registered account within the Platform, through which you and your Authorised Users access and use the Service and manage your settings and data.

• “Authorised Users” means individuals who are authorised by you to use the Platform under your Account. This typically includes your employees, contractors, or other agents acting on your behalf. You are responsible for all use of the Service by your Authorised Users and for ensuring their compliance with this Agreement.

• “Order Form” means an ordering document, online signup page, or other agreement that specifies the commercial details of your subscription to the Platform, such as the subscription plan, term, fees, and any additional services purchased.

• “Subscription Term” means the period of authorised access to the Platform as set out in an Order Form or your subscription plan (e.g., a monthly or annual subscription period), including any renewals.

• “Customer Data” means any data, information, content, or materials that you or your Authorised Users submit to the Platform, including data collected from third-party applications through the integrations you configure. Customer Data does not include any data that we create or aggregate in relation to the operation or performance of the Platform (such as usage metrics or system logs), which we use for our business purposes as described in this Agreement.

• “Third-Party Services” (or “Third-Party Applications”) means any external applications, websites, products, or services not provided by SCALE AI that you choose to integrate or use in conjunction with our Platform. This includes, for example, other software applications for which we provide connectors or integrations.

• “Confidential Information” is defined in Section 6 below.

2. Use of the Platform

Subject to the terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable right for you and your Authorised Users to access and use the Platform during the Subscription Term solely for your internal business purposes. All rights not expressly granted to you are reserved by SCALE AI and its licensors. In connection with this authorised use of the Platform:

• Platform Access and Ownership: SCALE AI (and our licensors, if applicable) own and retain all rights, title, and interest in and to the Platform, including all software, code, interfaces, algorithms, content, templates, and documentation, as well as any updates or modifications to the foregoing. Except for the limited rights expressly granted here, you acquire no rights to the Platform or any intellectual property of SCALE AI. You agree not to remove any proprietary notices or branding on the Platform.

• Authorised Users: You may permit your Authorised Users to access the Platform under your Account credentials. You are responsible for managing your Authorised Users’ permissions and maintaining the confidentiality of any login credentials. You must ensure that all Authorised Users use the Service only for your benefit and strictly in accordance with this Agreement. Any actions taken by your Authorised Users are deemed to be actions by you. If an Authorised User is no longer associated with your organisation or should no longer have access, you must promptly disable their access to your Account.

• Account Configuration and Data: You are able to configure your Account and upload or connect Customer Data to the Platform. You are solely responsible for the accuracy, quality, and legality of Customer Data, and for obtaining all necessary permissions to allow us to process Customer Data in providing the Service. You may export or delete your Customer Data at any time through the Platform’s functionalities. We will not materially reduce available functionality to export your data during the Subscription Term.

• Data Deletion and Retention: We will follow our standard data retention policies to periodically remove certain data associated with your use of the Platform. For example, transient integration logs or job execution records may be automatically deleted from the Platform after a set period (e.g., after 30 days) to optimise performance. If your Agreement terminates or expires, we will delete or anonymise your Customer Data and Account information from our production systems within a reasonable time (generally within 60 days of termination), except to the extent we are legally required or permitted to retain certain data. We may retain backup copies for a limited time and logs or records as needed for our legitimate business or legal compliance purposes, subject to applicable law.

• Service Updates: We continually improve and update the Platform. We may modify the Service, add or remove features, or provide updates (including security updates, patches, or other maintenance releases). Such changes may be rolled out automatically. We will use reasonable efforts to avoid changes that materially degrade the Service’s overall functionality during your current Subscription Term. In the unlikely event of a material reduction in functionality, you may notify us and we will discuss in good faith how to mitigate any material adverse effects on you.

• Suspension of Access: We reserve the right to suspend or limit your (or any Authorised User’s) access to the Platform, with prior notice to you where practicable, if we determine that: (i) you or an Authorised User has violated this Agreement in a material manner (for example, by breaching the Acceptable Use requirements in Section 4) and failed to promptly cure such violation after notice; or (ii) your use of the Platform poses an imminent security risk to the Service or its other users, or could subject us to liability. Any suspension will be to the minimum extent and duration needed to address the issue. We will reinstate your access as soon as the issue is resolved. Suspension of access is a remedy in addition to any others we may have under this Agreement or at law.

3. Intellectual Property Rights

• Ownership of Customer Data: As between the parties, you retain all rights and ownership in your Customer Data. We do not claim any ownership over the content or data that you upload into the Platform. You hereby grant us a non-exclusive, worldwide, royalty-free licence to host, reproduce, process, transmit, and otherwise use your Customer Data solely as necessary to provide the Services to you and to fulfill our obligations under this Agreement. We will only access and use Customer Data for these purposes or as otherwise instructed by you, and we will handle all personal data within Customer Data in accordance with Section 7 (Privacy and Data Protection).

• Our Intellectual Property: The Platform, including all intellectual property rights therein, is and will remain the exclusive property of SCALE AI and its licensors. We grant you a limited licence to use the Platform as set forth in Section 2, but nothing in this Agreement transfers any ownership of the Platform or related intellectual property to you or any third party. You agree not to attempt to copy, modify, create derivative works of, distribute, publicly display, or reverse engineer any part of the Platform except to the extent allowed by law and only after providing us with prior written notice and an opportunity to respond.

• Feedback: If you elect to provide any suggestions, feedback, or ideas regarding the Platform (collectively, “Feedback”), you grant us a perpetual, irrevocable, sublicensable, transferable, worldwide licence to use and incorporate such Feedback in our products and services without any obligation to you. Feedback is entirely voluntary, and we may use it at our discretion without compensation or attribution.

• Templates and Community Content: From time to time, we or our user community may make available integration templates, connectors, or other pre-built automation “recipes” on the Platform’s community library. If you choose to share any of your integration workflows or templates publicly (where such functionality is available), you grant other users of the Platform and us the right to use, copy, modify, and share those shared templates or content for their own business purposes. All community-contributed content is provided “as is” without warranty, and by using any community template you understand that it is at your own risk. We are not responsible for the quality or legal compliance of content contributed by users.

4. Acceptable Use and Customer Responsibilities

You agree to use the Platform in compliance with the following rules and responsibilities:

• Prohibited Activities: You and your Authorised Users must not misuse the Platform. You will not, and will not allow anyone else to: (i) use the Service for any unlawful, harmful, or fraudulent purpose, or in any manner that violates applicable law (including data protection laws or export control regulations); (ii) engage in any activity that interferes with or disrupts the integrity or performance of the Platform or the data contained therein (such as attempting to overload the system, launch denial-of-service attacks, or introduce viruses or malicious code); (iii) attempt to gain unauthorised access to the Platform or its related systems or networks (for example, by circumventing access controls or security mechanisms); (iv) probe, scan, or test the vulnerability of any system or network of SCALE AI without proper authorisation; or (v) use the Platform to transmit, store, or process any content that is libellous, obscene, discriminatory, or that infringes any person’s rights (including intellectual property rights and privacy rights).

• No Resale or Misrepresentation: You may use the Service only for your internal business operations. You must not resell, rent, lease, or sublicense the Platform to any third party, nor use it on behalf of or for the benefit of any third party (except as expressly permitted by an Order Form, such as approved uses by your affiliates). You must not misrepresent your identity or the origin of any Customer Data when using the Service, and you must not falsely imply any sponsorship or association with SCALE AI.

• Third-Party Services and Integrations: If you use the Platform to integrate with or send data to Third-Party Services, you are responsible for obtaining all necessary licences and permissions to use those Third-Party Services. We do not warrant or support Third-Party Services and are not responsible for data or content once it is transmitted to a Third-Party Service at your direction. Your use of any Third-Party Service is governed by that provider’s terms and privacy policy. We are not liable for any unavailability or failure of Third-Party Services, or for any consequences of their interaction with the Platform. You acknowledge that Third-Party Services may change or update their features, which can impact your use of the Platform (for example, if an external API changes, an integration may cease to function as intended). We will not be responsible for any such issues originating from Third-Party Services.

• Compliance and Data Rights: You represent and warrant that you have obtained and will maintain all necessary rights, consents, and permissions to provide the Customer Data to us for processing, and that your submission of Customer Data to the Platform (and our processing of it on your behalf) will not violate any laws or rights of any person. In particular, if Customer Data includes personal data (as defined by data protection laws), you confirm that you have complied with all requirements under those laws to collect and share that personal data with us for the purposes of this Agreement. You are solely responsible for ensuring that your use of the Platform and Customer Data (including data you collect from third parties through the Platform) complies with all applicable laws and regulations.

• Responsibility for Users: You are responsible and liable for all acts and omissions of anyone who accesses the Platform through your Account or on your behalf, as though they were your own. You shall promptly notify us if you become aware of any misuse of the Service or any breach of security related to your Account, such as unauthorised access or use of login credentials. We are not liable for any loss or damage arising from your failure to secure your Account or comply with these responsibilities.

5. Fees and Payment

This Section 5 applies if you have purchased a paid subscription or any services from us. (If you are on a free trial or free tier, Section 15 (Non-Paid Services) will also apply.)

• Fees: You agree to pay all fees specified in the Order Form or subscription plan you have selected for the Subscription Term. Except as otherwise stated in an Order Form, fees are due in advance for each billing period. All payments shall be made in the currency and via the payment method specified. If we invoice you, payment will be due within the period noted on your invoice (or, if not stated, within 30 days of the invoice date).

• Taxes: All fees are exclusive of any applicable taxes. You are responsible for any value-added tax (VAT), goods and services tax (GST), sales tax, or similar governmental charges that may apply to your purchase, except taxes based on our income. If you are required by law to withhold any taxes from your payment, you must gross up your payment so that we receive the full amount owed. We will include any applicable VAT (at the prevailing rate) on our invoices when required by law, and you agree to provide any valid VAT registration details or tax exemption certificates as needed for compliance.

• Late Payments: If you fail to pay any fee on time, we reserve the right to charge interest on the overdue amount at the statutory interest rate (as defined under the UK Late Payment of Commercial Debts (Interest) Act 1998) or at 4% per annum above the Bank of England base rate, whichever is higher, accruing daily from the due date until payment is made in full. Additionally, after providing notice and an opportunity to cure, we may suspend your access to the Platform for significant overdue amounts. You will reimburse us for any reasonable costs of collection for overdue fees.

• Non-Cancellable & Non-Refundable: Except as explicitly provided in this Agreement or required by law, all subscriptions and fee commitments are non-cancellable and non-refundable. This means that if you terminate your use of the Service before the end of a Subscription Term (other than due to our uncured breach or under an express termination right in this Agreement), you will not be entitled to a refund for any prepaid fees, and any unpaid fees for the remainder of your Subscription Term will become immediately due.

• Fee Adjustments at Renewal: Upon renewal of your Subscription Term, we reserve the right to adjust the subscription fees to our then-current standard rates unless otherwise agreed in writing. We will notify you in advance of any price increases affecting a renewal. If you do not agree to a price increase, you may choose not to renew (by providing timely notice of non-renewal in accordance with Section 11 below).

6. Confidentiality

• Definition of Confidential Information: “Confidential Information” means any non-public or proprietary information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in connection with this Agreement that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product roadmaps, technical data, trade secrets, financial information, customer lists, pricing, and any Customer Data you upload to the Platform. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (iii) is lawfully received from a third party without restriction on use or disclosure; or (iv) was rightfully known by the Receiving Party free of any confidentiality obligations prior to disclosure.

• Confidentiality Obligations: The Receiving Party will use the Disclosing Party’s Confidential Information solely for the purpose of fulfilling its obligations or exercising its rights under this Agreement, and for no other purpose. The Receiving Party will not disclose or make available the Disclosing Party’s Confidential Information to any third party, except to its own employees, affiliates, contractors, or professional advisors who need to know the information for the above-stated purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party will safeguard the Disclosing Party’s Confidential Information using the same degree of care that it uses to protect its own similar confidential information, but in no event less than reasonable care.

• Permitted Disclosure: Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that (to the extent legally permitted) the Receiving Party gives prompt written notice to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or limit such disclosure. The Receiving Party will disclose only the minimum amount of Confidential Information necessary to comply with the legal requirement.

• Duration of Confidentiality: These confidentiality obligations will commence upon disclosure and remain in effect for the duration of the Agreement and for a period of five (5) years after termination or expiration of this Agreement. However, any trade secrets (as defined by applicable law) will be protected for so long as they remain trade secrets under law.

• Return or Destruction: Upon termination of this Agreement or upon the Disclosing Party’s request, the Receiving Party will promptly return or securely destroy all Confidential Information of the Disclosing Party in its possession or control, and certify such destruction or return upon request. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information as required by law or for routine backup and archival purposes, provided that any retained information remains subject to these confidentiality obligations for as long as it is retained.

7. Privacy and Data Protection

• Privacy Policy: The collection and use of personal information by SCALE AI in connection with your use of the Platform is described in our Privacy Policy (available above or on our website). Our Privacy Policy is hereby incorporated into this Agreement by reference. You acknowledge and agree that we will process personal data in accordance with our Privacy Policy and applicable data protection laws. It is important that you and your Authorised Users read our Privacy Policy, as it explains how we handle personal information and the measures we take to protect your data.

• Data Processing Addendum: To the extent that we process any personal data on your behalf as part of providing the Service (for example, personal information contained in Customer Data that you integrate through our Platform), the terms of our Data Processing Addendum (“DPA”) shall apply. The DPA, which includes the standard contractual clauses (as applicable) and outlines each party’s obligations under the UK GDPR (and, if applicable, EU GDPR) for processor-controller relationships, is hereby incorporated into this Agreement by reference. In the event of any conflict between this Agreement and the DPA with respect to the processing of personal data, the DPA will prevail.

• Security Measures: We maintain technical and organisational security measures designed to protect Customer Data and personal information as described in our security documentation (available on request or on our website). We will notify you without undue delay upon becoming aware of any unauthorised access to your Customer Data within our systems that compromises the security, confidentiality, or integrity of such data (i.e., a data breach), and will provide you with sufficient information about the incident to meet your own legal obligations to report or inform individuals, if any. We will also take reasonable steps to investigate and mitigate the effects of the breach, and to prevent future similar events.

• Customer’s Responsibilities: You are responsible for informing your personnel and any individuals whose personal data may be included in Customer Data that their information will be processed by SCALE AI as described in our Privacy Policy and this Agreement. If any law (such as privacy or employment law) requires that you obtain such individuals’ consent or provide them with notice, you will do so before using the Platform to process their personal data. You must not upload to the Platform any personal data for which you do not have a lawful basis or consent (if required). If you or your use of the Service requires execution of any separate data protection agreements (for example, if you need a signed DPA), you will promptly notify us and cooperate in good faith to put such agreements in place.

8. Representations and Warranties

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder.

You further represent and warrant that you will use the Platform in accordance with this Agreement and all applicable laws and regulations. You affirm that all registration and Account information you provide to us is truthful and accurate, and that you will maintain the accuracy of such information.

We warrant that we will provide the Service with reasonable skill and care, consistent with prevailing industry standards for similar services, and in a manner that is substantially in accordance with any descriptions or documentation provided. However, except as expressly set out in this Agreement, the Platform is provided on an “as is” and “as available” basis, and to the fullest extent permitted by law we disclaim all other warranties, conditions, or representations (whether express or implied) regarding the Service. This includes any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or that the Service will be uninterrupted, error-free, or meet your specific needs. We do not guarantee that the integrations or results that may be obtained from the use of the Platform will be accurate or reliable, or that any errors in the Service will be corrected.

Nothing in this Section 8 (or elsewhere in this Agreement) shall limit or exclude any warranty or condition that cannot be limited or excluded by law. If you are a consumer (an individual using the Service wholly or mainly for personal purposes unrelated to your trade, business, or profession), then you may have certain legal rights that cannot be excluded – in such case, these Terms do not affect those rights.

9. Limitation of Liability

• Types of Damages: To the maximum extent permitted by law, neither party will be liable to the other for any indirect, special, incidental, consequential, or punitive damages of any kind, or for any loss of profit, revenue, business, anticipated savings, goodwill, or data, arising out of or in connection with this Agreement or the use or performance of the Service. This limitation applies whether such damages are claimed under contract, tort (including negligence), strict liability, or otherwise, even if a party has been advised of the possibility of such damages in advance and even if any limited remedy fails of its essential purpose.

• Liability Cap: Except for the specific liabilities excluded below, each party’s total cumulative liability arising out of or related to this Agreement or the Service (whether in contract, tort, or otherwise) shall not exceed the total amount of fees paid or payable by you to SCALE AI for the Service in the twelve (12) months immediately preceding the event giving rise to the liability. If you are on a free plan or trial and have paid no fees, SCALE AI’s total liability will not exceed GBP £100 (one hundred pounds sterling).

• Exceptions: The exclusions and limitations of liability in this Section 9 shall not apply to: (i) your obligation to pay any due fees under this Agreement; (ii) either party’s liability for death or personal injury caused by its negligence or wilful misconduct, or for fraud or fraudulent misrepresentation; (iii) your indemnification obligations under Section 10(a) (Indemnification by Customer); (iv) any breach of confidentiality obligations under Section 6; or (v) any liability which cannot be limited or excluded by law. In addition, the liability cap above shall not limit your responsibility to pay the fees owed for the Services.

• Basis of Bargain: Both parties acknowledge that the limitations and exclusions of liability set out in this Section are agreed allocations of risk constituting part of the consideration for the provision of Services, and they will apply even if any limited remedy is found to have failed its essential purpose.

10. Indemnification

• a. Indemnification by Customer: You shall defend, indemnify, and hold harmless SCALE AI, its affiliates, and their respective officers, directors, employees, and agents (“SCALE AI Indemnified Parties”) from and against any and all third-party claims, demands, suits, or proceedings (“Claims”) and all related liabilities, losses, damages, and expenses (including reasonable legal fees) arising out of or relating to: (i) Customer Data or any content you or your Authorised Users submit to the Platform, including any claim that such material infringes a third party’s intellectual property rights or privacy rights, or that it was collected or shared without proper consent or authority; (ii) your (or your Authorised Users’) use of the Platform in breach of this Agreement or applicable law (including any misuse of Third-Party Services or violation of Section 4); or (iii) any other breach by you of this Agreement. We will promptly notify you of any Claim for which we seek indemnification and will provide reasonable cooperation (at your expense) in the defence or settlement of such Claim. You shall have sole control of the defence and settlement of the Claim, provided that you shall not settle any Claim in a manner that admits fault or liability on behalf of any SCALE AI Indemnified Party or imposes any obligation on a SCALE AI Indemnified Party without our prior written consent (such consent not to be unreasonably withheld).

• b. Indemnification by SCALE AI: We shall defend, indemnify, and hold you and your officers, directors, and employees (“Customer Indemnified Parties”) harmless from any third-party Claim and all related liabilities, damages, and expenses (including reasonable legal fees) alleging that the Platform, as provided by SCALE AI and used by you in accordance with this Agreement, directly infringes a third party’s patent, copyright, or trademark, or misappropriates a third party’s trade secret. If such a Claim arises, or if we determine that it is reasonably likely to arise, we may at our option and expense either: (i) obtain for you the right to continue using the Platform; (ii) modify or replace the infringing component of the Platform so that it becomes non-infringing while providing substantially equivalent functionality; or (iii) if we determine that the foregoing remedies are not reasonably available, terminate your subscription for the affected Service and provide a pro-rata refund of any prepaid fees covering the unused portion of your Subscription Term. Our indemnification obligations do not apply to Claims to the extent arising from (A) modifications to the Platform not made by or for SCALE AI, if the Claim would have been avoided by using the unmodified version; (B) your combination of the Platform with products, services, information, or processes not furnished by SCALE AI (including Third-Party Services), if the Claim would have been avoided by using the Platform alone; or (C) your use of the Platform in breach of this Agreement. The indemnification procedure for Claims against Customer Indemnified Parties shall be the same as outlined above (with roles reversed).

• c. Exclusive Remedy: This Section 10 states the indemnifying party’s entire liability and the indemnified party’s exclusive remedies with respect to any third-party Claims of intellectual property infringement or other Claims described in this section.

11. Term and Termination

• Term of Agreement: This Agreement will commence on the Effective Date and, unless earlier terminated in accordance with this Section, will remain in effect for as long as you have an active subscription or Account on the Platform. Each Subscription Term shall continue for the initial period specified in your Order Form or plan, and will automatically renew for successive renewal periods equal in length to the expiring term (e.g., a one-year term will renew for one-year periods) unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term. We will notify you in advance of any changes to fees or material terms that will apply upon renewal.

• Termination for Breach: Either party may terminate this Agreement (including all Order Forms) for cause: (i) if the other party commits a material breach of this Agreement and fails to cure that breach within 30 days after receiving written notice of the breach from the non-breaching party; or (ii) if the other party becomes insolvent, is petitioned into bankruptcy (and such petition is not dismissed within 60 days), or makes an assignment for the benefit of creditors, or is placed into liquidation or administration.

• Termination for Convenience: You may choose to stop using the Service and terminate this Agreement at any time for any reason by providing us with written notice, but (except as provided in Section 11(d) below or as otherwise stated in an Order Form) you will not be entitled to any refund of prepaid fees, and if you have any unpaid fees for an ongoing Subscription Term, those will become immediately due. We may terminate this Agreement for convenience by providing you at least 60 days written notice, in which case we will refund any prepaid fees covering the remaining unused period of your Subscription Term after the effective termination date.

• Termination for Legal Changes: We reserve the right to terminate this Agreement and your use of the Service, or to terminate or modify any particular Service features, on written notice if we determine in good faith that continuing to provide the Service or a feature to you has become impractical or legally prohibited as a result of a change in law or regulation.

• Effect of Termination: Upon termination or expiration of this Agreement for any reason, your rights to access and use the Platform will immediately terminate. You must cease all use of the Service and we may disable your Account. We recommend that prior to termination (or the end of your Subscription Term, if not renewing) you export any Customer Data you wish to retain, as we may delete your Customer Data in accordance with Section 2 (Use of Platform) and our data retention policies. If this Agreement is terminated by you for our uncured material breach, we will promptly refund any prepaid fees covering the period after the effective termination date. If the Agreement is terminated by us for your breach, you will immediately pay all unpaid fees due for the remaining Subscription Term (and no refund will be due to you for prepaid fees). Survival: The following sections will survive termination or expiration of this Agreement: 1 (Definitions), 3 (Intellectual Property Rights), 4 (Acceptable Use …) [to the extent of any ongoing restrictions], 6 (Confidentiality), 7 (Privacy …), 8 (Representations and Warranties) [last paragraph only], 9 (Limitation of Liability), 10 (Indemnification), 11(e) (Effects of Termination), 12 (Governing Law), 13 (Dispute Resolution), 15 (Non-Paid Services – if applicable), 18 (Force Majeure), 19 (Miscellaneous), and any other provisions which by their nature are intended to survive.

12. Governing Law and Jurisdiction

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter, provided that if you are a consumer residing in Scotland or Northern Ireland, you may also bring proceedings in your local courts. Nothing in this Agreement limits either party’s ability to seek injunctive relief or any other equitable remedy from a competent court to prevent or stop irreparable harm.

13. Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Service, the parties agree to first attempt to resolve the matter informally by notifying the other party in writing of the dispute and engaging in good-faith negotiations. If the dispute is not resolved through informal discussions within 30 days of the initial notice, either party may seek resolution through the court system as set out in Section 12 above. (Nothing in this Section restricts either party’s right to seek preliminary injunctive relief at any time if necessary to prevent serious harm.)

14. Non-Paid and Trial Services

If you register for a free trial, free account, beta release, or other non-paid version of the Service (collectively, “Non-Paid Services”), the following terms apply. Non-Paid Services are provided on an “as is” and “as available” basis, without warranties of any kind, and may be subject to additional usage limits or functionality restrictions. We may change, suspend, or terminate Non-Paid Services at any time in our sole discretion, with or without notice. Important: Non-Paid Services may not be as reliable or available as paid services, and any use of Non-Paid Services is at your own risk. We strongly recommend against using any Non-Paid Service for production or mission-critical purposes. Sections 9 (Limitation of Liability) and 10 (Indemnification) of this Agreement apply fully to Non-Paid Services, except that our total liability arising out of Non-Paid Services will not exceed GBP £100 as noted in Section 9. If you transition from a Non-Paid Service to a paid subscription, the terms of this Agreement will continue to apply in full to your use of the Service.

15. Export Compliance

The Platform, and any software or technology we provide, may be subject to export control and sanctions laws of the United Kingdom, European Union, and other applicable jurisdictions. You agree to comply with all applicable export and re-export control laws and regulations. In particular, you represent that you (and your organisation, if applicable) are not: (i) located in, or a resident of, any country or region that is subject to comprehensive trade sanctions or embargoes by the UK, EU, or UN (such as those currently applicable to Iran, North Korea, Syria, or the Crimea region, among others); (ii) identified on any government restricted-party list for export controls (such as the UK sanctions list maintained by HM Treasury or lists maintained by the United Nations or European Union); or (iii) intending to use the Platform for any purpose prohibited by applicable export control laws, including but not limited to activities related to weapons proliferation, military end-use in embargoed destinations, or any other use restricted under sanctions. You shall not export, re-export, or transfer any part of the Service to any prohibited destination or party or for any prohibited use.

16. Sanctions and Trade Law Compliance

You hereby represent that neither you nor any of your Authorised Users or beneficial owners is a person or entity on any sanctions list maintained by HM Treasury (Office of Financial Sanctions Implementation), the United Nations, the European Union, or any other applicable sanctions authority. If this status changes during the term of the Agreement, you will notify us immediately. Any breach of this representation will be considered a material breach of the Agreement. We reserve the right to terminate the Agreement and your access to the Service immediately if we determine, in good faith, that your use of the Service would violate applicable sanctions or export laws.

17. Anti-Corruption

Each party agrees that it, and its officers, employees and agents, will comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 (and any local equivalent in the jurisdictions where you or we operate). You will not, directly or indirectly, offer, pay, give, or promise any financial or other advantage to any person in order to improperly obtain or retain business or a business advantage in connection with the Service, and you will ensure that your Authorised Users do the same. Any violation of this section is a material breach of the Agreement and shall entitle the other party to terminate the Agreement immediately upon written notice.

18. Force Majeure

Neither party shall be liable for any delay or failure in performance (excluding payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, embargoes, fire, flood, pandemics, strikes, or other labour disturbances, electrical or telecommunications outages, or governmental action (“Force Majeure”). The affected party shall give prompt notice to the other party, stating the period of time the occurrence is expected to continue. If a Force Majeure event continues for a period of more than 30 days, either party may terminate this Agreement upon written notice to the other. In such event, we will refund any prepaid fees for the period of the Service not provided due to the Force Majeure event (minus amounts covering our actual expenses up to termination).

19. Miscellaneous

• Assignment: You may not assign or transfer this Agreement (in whole or in part), nor delegate any of your obligations, without our prior written consent, except that you may assign this Agreement in its entirety, upon written notice to us, to your successor in interest in connection with a merger, reorganisation, or sale of all or substantially all of your assets or equity (provided that the assignee is not a direct competitor of SCALE AI and agrees in writing to be bound by all terms of this Agreement). We may assign this Agreement or any rights or obligations hereunder to any affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of our assets. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section will be null and void.

• Entire Agreement: This Agreement, including any documents incorporated by reference (such as the Privacy Policy and DPA) and any Order Forms, constitutes the entire agreement between you and SCALE AI with respect to the subject matter, and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the same subject matter. In the event of any conflict, the following order of precedence will apply: (a) a mutually signed written agreement (if any) governing your use of the Platform (for example, a Master Services Agreement), (b) the Order Form (including any addenda thereto), (c) this Terms of Use Agreement, (d) the DPA, and (e) any other documents incorporated by reference. For clarity, any terms and conditions that you purport to impose (for example, via a purchase order or other instrument) shall be void and of no effect unless expressly agreed in writing by an authorised representative of SCALE AI.

• No Waiver: A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that or any other right or remedy, nor shall any single or partial exercise of any right or remedy prevent or restrict the further exercise of any other right or remedy. To be valid and enforceable, any waiver must be in writing and signed by the party granting the waiver.

• Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible to reflect the parties’ intent, and the remaining provisions of the Agreement will remain in full force and effect. The parties will negotiate in good faith a valid and enforceable provision that is a reasonable replacement for the offending provision, if necessary to achieve the intent of the original.

• Relationship of Parties: The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

• Third-Party Rights: A person who is not a party to this Agreement (with the exception of any SCALE AI affiliate expressly included as an indemnified party or licensor hereunder) has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement. This does not affect any right or remedy of a third party which exists or is available apart from that Act.

• Notices: All notices required or permitted under this Agreement shall be in writing and shall be sent by email or by recognised international courier to the appropriate address or email provided by each party. You agree that we may send notices to the email address associated with your account. You are responsible for keeping your contact information up to date. Notices to SCALE AI should be sent to info@scale-ai.ai (or to any updated contact that we provide for notices). Notices will be deemed given: (i) if sent by email, on the day the email is sent (or, if after business hours, on the next UK business day), provided that no bounce-back or error message is received; or (ii) if sent by courier, upon delivery as confirmed by the delivery service.

• Governing Language: This Agreement is drafted in the English language, which shall be the governing language for all matters relating to the meaning or interpretation of this Agreement. If we provide a translation of this Agreement, it is for convenience only, and the English version will prevail to the extent of any conflict.

• Headings: Section headings and summaries (where provided) are for convenience of reference only and have no legal effect in interpreting this Agreement.