These Terms of Service constitute a legally binding agreement between ScaleSide, Inc. and the merchant, business, or entity using the Services.
By creating an account, accessing, or using the Services, you agree to be bound by these Terms.
1. Definitions
"Account" means the Merchant account registered with ScaleSide.
"Customer" means an end-user purchasing products or services from Merchant.
"Offer" means any checkout experience, trial offer, subscription offer, upsell, downsell, order bump, recurring billing program, delayed billing program, or promotional offer created through the Services.
"Services" means ScaleSide's software platform, checkout tools, analytics tools, integrations, APIs, trial management tools, billing recovery tools, and related functionality.
"Third-Party Services" means services provided by entities other than ScaleSide, including Shopify, WooCommerce, Authorize.net, Stripe, PayPal, Meta, Google, and similar providers.
"Customer Data" means information relating to Merchant's customers, orders, products, subscriptions, transactions, and business operations.
2. Services
ScaleSide provides software that enables merchants to create and manage ecommerce checkout experiences, trial offers, subscription offers, upsells, downsells, payment recovery workflows, analytics, and related ecommerce functionality.
ScaleSide is not a payment processor, bank, lender, merchant of record, fulfillment company, tax advisor, or law firm.
ScaleSide does not sell products to customers and is not a party to any transaction between Merchant and its customers.
3. Merchant Responsibilities
Merchant is responsible for maintaining account security, protecting login credentials, all activity occurring within the account, compliance with applicable laws, and the accuracy of information provided to ScaleSide.
Merchant must be at least 18 years old and have authority to bind the business using the Services.
Merchant is solely responsible for products sold, product claims, advertising claims, pricing, promotions, refund policies, return policies, customer support, tax collection and remittance, fulfillment, and regulatory compliance.
Merchant acknowledges that ScaleSide does not review, approve, or validate Merchant offers for legal compliance.
4. Try-Before-You-Buy Compliance
Merchant acknowledges that trial offers, delayed billing offers, continuity programs, subscription programs, recurring billing programs, and negative option offers may be regulated by federal, state, and international laws.
Merchant is solely responsible for ensuring compliance with all applicable laws, including consumer protection laws, auto-renewal laws, subscription laws, disclosure requirements, and cancellation requirements.
ScaleSide does not provide legal advice and does not guarantee legal compliance of any offer created through the Services.
5. Payments, TrialGuard, and RebillEngine
ScaleSide is not a payment processor. Payment processing services are provided by third-party payment providers, and Merchant is solely responsible for payment processor relationships, merchant accounts, gateway approvals, payment disputes, chargebacks, and payment failures.
TrialGuard is a fraud screening and payment qualification tool. Fraud cannot be completely prevented, gift card detection may not be 100% accurate, and fraud screening may generate false positives or false negatives.
RebillEngine is a billing recovery tool designed to attempt recovery of failed payments. Recovery rates vary, retry logic may not succeed, and revenue recovery cannot be guaranteed.
ScaleSide makes no guarantee regarding fraud prevention, chargeback prevention, customer qualification, payment authorization, transaction approval, recovery rates, revenue increases, customer retention, subscription performance, or business performance.
6. Third-Party Services
The Services may integrate with Third-Party Services. ScaleSide is not responsible for API failures, platform outages, data inaccuracies, service interruptions, or changes made by third-party providers.
Merchant's use of Third-Party Services is governed solely by the terms of those providers.
7. Fees
Merchant agrees to pay all fees associated with the Services. Fees may include subscription fees, platform fees, usage fees, revenue-based fees, transaction-based fees, and enterprise service fees.
Fees are non-refundable unless otherwise required by law. ScaleSide reserves the right to suspend access for non-payment.
8. Data Ownership and Intellectual Property
Merchant retains ownership of Customer Data. Merchant grants ScaleSide a limited license to use Customer Data solely for providing and improving the Services.
ScaleSide retains ownership of its software, source code, APIs, documentation, analytics systems, checkout technology, TrialGuard, RebillEngine, intellectual property, and platform enhancements.
9. Acceptable Use
Merchant shall not use the Services for fraudulent activity, illegal products, card testing, deceptive billing practices, spam, malware, or activities violating applicable laws.
ScaleSide may suspend or terminate access immediately upon suspected violations.
10. No Performance Guarantees
ScaleSide does not guarantee revenue increases, conversion increases, reduced CAC, improved ROAS, increased LTV, reduced chargebacks, reduced fraud, or business success.
Any examples, case studies, estimates, benchmarks, projections, or marketing claims are illustrative only and do not guarantee future performance.
11. Confidentiality and Indemnification
Each party agrees to maintain the confidentiality of non-public business information disclosed by the other party. Confidential information does not include information that is publicly available, already known, independently developed, or lawfully obtained from another source.
Merchant agrees to defend, indemnify, and hold harmless ScaleSide and its affiliates, officers, directors, employees, and agents from claims arising out of Merchant products, advertising, offers, billing practices, regulatory violations, use of the Services, customer disputes, chargebacks, subscription programs, and trial programs.
12. Disclaimers and Limitation of Liability
The Services are provided "as is" and "as available." ScaleSide disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted service.
To the maximum extent permitted by law, ScaleSide shall not be liable for lost profits, lost revenue, lost data, business interruption, consequential damages, incidental damages, or special damages.
ScaleSide's total liability shall not exceed the fees paid by Merchant to ScaleSide during the twelve months preceding the event giving rise to the claim.
13. Term and Termination
These Terms remain in effect until terminated. ScaleSide may suspend or terminate access at any time for fraud, excessive chargebacks, regulatory concerns, non-payment, or violation of these Terms.
Upon termination, access to Services will cease, outstanding fees remain due, and certain provisions survive termination.
14. Beta Features and Modifications
Beta features may be offered from time to time. Beta features may contain bugs, may change without notice, may be discontinued, and are used at Merchant's own risk.
ScaleSide may modify these Terms at any time. Continued use of the Services after modifications constitutes acceptance of the revised Terms.
15. Governing Law and Disputes
These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.
Any dispute arising from these Terms shall be resolved through binding arbitration in Delaware. Merchant waives any right to participate in a class action or class arbitration.
16. Entire Agreement
These Terms, together with the Privacy Policy, Data Processing Addendum, and any Order Forms, constitute the entire agreement between the parties and supersede all prior agreements and understandings.
17. Contact
ScaleSide, Inc.
support@scaleside.io