Terms of Service
Updated: 13th June 2023
Scale3 Labs Inc. (“Scale3 Labs,” “we,” “our,” or “us”) provides blockchain node and network observability products that allow you (“you” or “your”) to monitor your blockchain nodes (“Nodes”) and access performance information about your Nodes through the Internet (collectively, the “Service”). These Scale3 Labs Terms of Service (“Terms”) set forth the terms and conditions of your use of the Service. If you are subject to Data Processing Legislation (as provided in the DPA at the end of these Terms), then the DPA applies to you as well.
By setting up a Scale3 Labs account, you agree to these Terms and are granted a license to use and access the Service as made available by Scale3 Labs, as set forth in these Terms. The Service is available only to users that can form legally binding contracts and accept contracts in the English language. If you are acting on behalf of another person or entity, you represent and warrant that such person or entity has authorized you to act and enter into legally binding contracts on its or his/her/its behalf. Without limiting the foregoing, minors in any jurisdiction and individuals who have been suspended or terminated from the Service may not use the Service.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST SCALE3 LABS TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SCALE3 LABS ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS AGAINST SCALE3 LABS RESOLVED BY A JURY OR IN A COURT OF LAW.
After setting up your account, you must provide your Node information through the Service interface and download designated open source software necessary to connect your Nodes to the Service. You are solely responsible for downloading, installing and maintaining the open source software and for maintaining proper Node information in your account.
Free Accounts don‘t have all the features of Paid Accounts and are subject to limitations described in these Terms and as implemented by Scale3 Labs from time to time. For example, you may have only one Free Account at a time and if you don‘t use the account for a consistent period of time, your Free Account may be automatically terminated. A Free Account holder may upgrade to a Paid Account by following the Scale3 Labs upgrade procedures.
Subscription Period and Subscription Fees
Subscription Period. The subscription period for Paid Accounts and Multi-User Accounts can be month-to-month, yearly, or another duration described in the account features for your account or as designated through the applicable distribution partner (“Subscription Period”). For Free Accounts, the Subscription Period is for the duration of your Free Account.
Subscription Fees. Multi-User Accounts and Paid Accounts are subject to fees based upon the account type and features you've selected (“Subscription Fees”) unless otherwise paid through or by a distribution partner. For renewals, Scale3 Labs’ payment services provider will automatically charge your credit card the amount of the then-current fee for your type of account, plus applicable taxes. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that Scale3 Labs shall have no liability to you arising out of the acts or omissions of such third parties. BY CREATING A PAID ACCOUNT OR GROUP ACCOUNT YOU CONSENT TO ALLOW SCALE3 LABS TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT SERVICES PROVIDER, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED, TERMINATED, OR DOWNGRADED TO A FREE ACCOUNT FROM A PAID ACCOUNT.
Renewals and Cancellations
Accounts subject to Subscription Fees shall automatically renew for the same Subscription Period unless you cancel the account (or for a Paid Account, you downgrade to a Free Account) by the end of the then-current Subscription Period. Only the Admin can cancel a Multi-User Account. You can cancel your account at any time by contacting customer service at email@example.com. Cancellation will be effective immediatelyimmediately, but you will still be able to access your account until the end of the then-current Subscription Period; provided that we reserve the right to prevent or restrict Free Account access at any time following cancellation. Please note that after you cancel your account, you will not be entitled to a refund of any fees that you‘ve paid and you remain responsible to pay for True Up Fees as described below. For Multi-User Accounts, after the Admin cancels the Multi-User Account, Multi-User Member Accounts will not be able to use or access the Service.
Upgrades and Downgrades
Account Upgrades. You can upgrade from a Free Account to a Paid Account at any time. Where we offer multiple types of Paid Accounts, you can upgrade from one type of Paid Account to another or add additional paid features, such as additional Nodes, to your Paid Account, you can add them to your Paid Account. Additional Subscription Fees (“True-Up Fees”) apply for certain upgrades. When you add Nodes to your Paid Account, you will be charged additional Subscription Fees at the end of the applicable Subscription Period for all Nodes deployed during that Subscription Period over and above those you’ve paid for already. When you upgrade from a Paid Account to another type of individual Paid Account, we will apply the unused portion of your old Subscription Fee to the cost of your upgraded account type and if there‘s any money left over, we‘ll apply that to extend your initial Subscription Period based upon the daily charge for your upgraded account.
Downgrades. You can downgrade your Paid Account to a different Paid Account with fewer features or with a shorter Subscription Period, or you can downgrade from a Paid Account to a Free Account, or you can downgrade the number of Nodes. However, any downgrade will apply and you will be charged for the downgraded account type only after the end of the Subscription Period for your existing account. If you want to downgrade the number of Nodes associated with your account, you must do so prior to the end of the applicable Subscription Period, or you will be charged for all of those Nodes for the subsequent Subscription Period.
Upgrades and Downgrades
If you've elected to set up or convert to a Multi-User Account or if you have a Multi-User Member Account (described below), then in addition to the other provisions of these Terms, this Section (“Special Terms for Multi-User Accounts”) shall apply to your use of the Service.
Multi-User Account Setup. Multi-User Accounts are set up by a group administrator (the “Admin”) who registers as the Admin, selects the type of Multi-User Account, and pays for the applicable Subscription Fees. The Admin identifies members of the group by providing email addresses for each group member (“Multi-User Member Account”), with a limit of ten (10) total Multi-User Member Accounts. As an Admin, you are required to pay the fees for the use of your Multi-User Account by all Multi-User Member Accounts. Each Multi-User Member Account can then set up his/or her account within that Multi-User Account (each a “Multi-User Member Account”) through the account setup process for Multi-User Member Accounts. Multi-User Member Accounts may not participate in any Scale3 Labs contests or promotions except as expressly authorized in the terms and conditions associated with such contests or promotions. The Admin’s account is also a Multi-User Member Account.
Multi-User Account Management. Using the Multi-User Account web management console, the Admin maintains exclusive control over the management of the Multi-User Account, such as adding or removing Multi-User Member Accounts, enabling or disabling Multi-User Member Accounts, and identifying the email address associated with each Multi-User Member, As a Multi-User Member, you acknowledge and agree that, since the Admin maintains management control over Multi-User Member Accounts, Scale3 Labs is not responsible for, and will not have any liability to you for, any actions taken by the Admin with respect to your Multi-User Member Account. As an Admin, you acknowledge and agree that Multi-User Members may take action in with their Multi-User Accounts and that Scale3 Labs is not responsible for, and will not have any liability to you for, any actions taken or failed to be taken by a Multi-User Members.
Multi-User Account Upgrades. The Admin can upgrade the Multi-User Account at any time. The Admin can add features or, if enabled by Scale3 Labs, Multi-User Member Accounts to a Multi- User Account, but (i) any new Multi-User Member Accounts will have the same Subscription Period as the existing Multi-User Account; (ii) for any new paid features or, if made available by Scale3 Labs, any additional Multi-User Member Accounts, you will be charged a pro-rata portion of the applicable Subscription Fee, based on the time remaining in your Subscription Period; and (iii) the Admin has to assign new Multi-User Member Accounts to new Multi-User Members. In addition, if you have a Multi-User Account on annual Subscription Period and you want to upgrade to a monthly Subscription Period, any such upgrade request will take effect after the end of the annual Subscription Period for your existing account type, at which time you will be charged for the new account type unless alternative options are made available by Scale3 Labs.
Conversions to Multi-User Accounts. If you're a Paid Account holder, you can convert your Paid Account to a Multi-User Account. If you elect to convert a Paid Account to a Multi-User Account, we will issue you a refund of a pro-rata portion of the Subscription Fee you've paid, and then charge you for the type of Multi-User Account you've selected unless alternative options are made available by Scale3 Labs. If you convert a Paid Account to a Multi-User Account, you cannot convert back to a Paid Account or Free Account.
Multi-User Account Downgrades. You can downgrade your Multi-User Account to a Multi-User Account with deprecated features, or, if made available by Scale3 Labs, with fewer Multi-User Member Accounts, and/or with a shorter Subscription Period. However, any downgrade will apply and you will be charged for the downgraded account type only after the end of the Subscription Period for your existing account type.
Termination of Multi-User Member Account Accounts. If you are a Multi-User Member, your Multi-User Member Account can be terminated by the Admin at any time.
Requirements to Use the Service
To use the Service, you'll need to have a computer with Internet access. You are responsible for paying for all equipment and other third party services you use to access Service. You must have all necessary rights to grant the licenses to Scale3 Labs set forth in these Terms and you represent and warrant to Scale3 Labs that you have such rights and that Scale3 Labs’ exercise of the licenses will not violate applicable law or infringe or violate the rights of any party. You understand and agree that the Service may include certain communications from Scale3 Labs, such as service announcements and administrative messages, and that these communications are considered part of your subscription and you will not be able to opt out of receiving them. Scale3 Labs may also send you promotional offers and news about Scale3 Labs, but you can opt out from receiving those communications at any time unless you have a Free Account.
Your License Grant to Us
You acknowledge that use of the Service requires you to provide data from your Nodes. For any anonymous data (meaning data that does not identify you or include personal data), Scale3 Labs needs that data to build and maintain its data modeling algorithms. Accordingly, you grant Scale3 Labs a non-exclusive, irrevocable, worldwide, royalty-free, perpetual right and license to use, process, store, display, manipulate, disclose, copy, modify, append, make derivative works of, and sublicense such anonymous data for data modeling and business purposes, with such license to survive expiration or termination of these Terms.
Your account is for your use only. You may not resell accounts or any account features. You agree that you will not use the Service to support, operate or enable any enterprise in violation of applicable law, or in a manner that violates or infringes the rights of any third party, is harassing, racist, malicious, fraudulent or libelous, or exposes Scale3 Labs to any actual or potential civil or criminal liability. Scale3 Labs reserves the right in its sole discretion to take any action that it deems necessary if you violate these Terms, including suspension or termination of your account, including Multi-User Accounts where a Multi-User Account Member has violated any of the foregoing.
Scale3 Labs uses reasonable efforts to make the Service available 7 days a week 24 hours a day. However, Scale3 Labs does not guarantee availability of the Service, shall not have any liability to you for any unavailability of the Service, and is under no obligation to provide you with maintenance, technical support or updates for the Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by Scale3 Labs from time to time. We reserve the right to suspend access to your account if your use of the Service disrupts, impedes or otherwise negatively impacts the operation of our Service or use of our Service by other customers, including suspension of a Multi-User Account where a Multi-User Account Member has caused any of the foregoing.
Publicity; Platform Reviews.
You hereby grant Scale3 Labs the right to use your company name and logo as a named customer for marketing or promotional purposes on Scale3 Labs' website and in other public or private communications, subject to your standard trademark usage guidelines as provided to Scale3 Labs from time-to-time (the “Trademark License”). You shall use reasonable commercial efforts to participate in Service reviews regarding the current functionality of the Service and roadmap features contemplated by Scale3 Labs, with such reviews to be scheduled as mutually agreed upon by the parties.
License to Use the Service
License. Subject to these Terms, Scale3 Labs grants you a non-exclusive, non-transferable license when you set up a Scale3 Labs account, to: (i) use and access the Service for your own use; and (ii) use and copy any documentation created by Scale3 Labs solely in conjunction with your use of the Service. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Service, ownership of which is retained by Scale3 Labs and its suppliers, as applicable. Except as expressly authorized in these Terms or allowed by applicable law, you may not allow third parties to use your Account.
Compliance with Laws. You agree to comply with any local laws and regulations regarding your right to use the Service. You acknowledge and agree that you will not use or access the Service if you are a denied person, entity, or against any general denial order, as listed with the DOC as follows: Denied Persons List, Entities List, the Unverified List, and General Order No. 3 to Supplement No. 1 to Part 736 of the Export Administration Regulations, or on any Office of Foreign Asset Control list, currently the Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, or if your use is for military end-use not authorized under the applicable provision of the EAR, or if you are subject to U.S. trade sanctions.
Terms and Termination
For Free Accounts, account features may be limited, modified or suspended, and the Free Account may be terminated, by Scale3 Labs at any time at its sole discretion without notice or liability to you. Scale3 Labs may terminate your Paid Account or your Multi-User Account (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you; and (ii) without cause during the Subscription Period provided that Scale3 Labs returns a pro rata portion of the Subscription Fee to the party who has paid for the account as your sole remedy for such termination.
Upon termination, the licenses granted to you by Scale3 Labs shall cease, you will not be able to access your account. If you terminate your account or your Subscription Period expires without renewal, you agree that Scale3 Labs may keep your personal data associated with your account on its servers for reasonable time thereafter (not to exceed 180 days) to enable you to easily renew if you so desire and to contact you about renewals and/or additional products and services. Scale3 Labs shall permanently delete any personally identifiable data associated with your account after such period.
In the event of expiration or termination of your account, the representations made by you in these Terms, the Trademark License, and the Sections entitled “Compliance with Laws,” “Governments,” “Term and Termination,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” “Dispute Resolution by Binding Arbitration,” “NOTICE REGARDING ADDITIONAL RIGHTS,” and “General,” together with the provisions which by their terms are to survive expiration or termination, shall survive such expiration or termination.
Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SCALE3 LABS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (AND WITH RESPECT TO FREE ACCOUNTS, FOR ANY DIRECT DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE EVEN IF SCALE3 LABS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Scale3 Labs, its subsidiaries, and their respective officers, directors, employees, agents, licensors, suppliers, successors and assigns harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, resulting from (i) an violation or breach of these Terms by you, (ii) any activity related to access or use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account, or (iii) Scale3 Labs' authorized use of data or other content provided by you or obtained by Scale3 Labs as authorized by you under these Terms.
Dispute Resolution by Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” If you have a dispute regarding this Agreement, you must first provide us with written notice of the dispute via mail or overnight courier to Scale3 Labs’ address noted below, with such notice to include your name and contact information, a written explanation of the claim including all legal claims you intend to assert and each set of facts which support each of such claims, and the relief you are requesting. You agree that if any of your claims are omitted from that notice, you forever waive those claims and covenant not to assert them in any action or proceeding related to these Terms. We will attempt to resolve the dispute with you without further court action or arbitration. All disputes, whether based on circumstances in the past or future, which cannot be resolved as provided above which arise out of or relate to these Terms (including but not limited to this “Dispute Resolution” Section) shall be resolved by binding arbitration before a sole arbitrator, except that you may assert claims in small claims court if your claims qualify and Scale3 Labs may pursue a collection action against you in court. The Federal Arbitration Act and federal arbitration law apply. Arbitration does not involve a court or a judge; instead the arbitrator follows these Terms and applicable law and awards relief accordingly. You or Scale3 Labs may initiate arbitration through JAMS and the JAMS JA streamlined arbitration rules and procedures then in force (see www.jamsadr.com for additional information), or may pursue a dispute in court in Santa Clara County, California, which you hereby consent to be the exclusive jurisdiction and venue for such dispute, and not by arbitration if the dispute qualifies for small claims court or you opt out of arbitration, as provided below. The arbitration shall be commenced as an individual arbitration, and not in a class, representative, consolidated or action involving multiple plaintiffs. You shall not join or consolidate claims or arbitrate or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. Any arbitration will be confidential. You or Scale3 Labs may initiate arbitration in either Santa Clara County, California, or the federal judicial district where you reside. The arbitrator‘s decision shall be in writing and shall comply with all terms and conditions in the then current Terms of Service. The decision and award rendered shall be final and binding on both parties. The parties acknowledge and agree that these Terms and any award rendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties. YOU MAY OPT OUT OF ARBITRATION BY PROVIDING WRITTEN NOTICE TO SCALE3 LABS AT OUR ADDRESS NOTED BELOW, TO THE ATTENTION OF “CLASS OPT OUT COORDINATOR” TO BE RECEIVED NO LATER THAN THIRTY (30) CALENDAR DAYS FROM THE DATE OF YOUR ORIGINAL ACCEPTANCE OF THESE TERMS. IF YOU DO NOT SEND NOTICE AS REQUIRED IN THE FOREGOING SENTENCE, YOU WILL NOT HAVE OPTED OUT OF ARBITRATION. IF YOU OPT OUT OF ARBITRATION AS PROVIDED ABOVE, THE OTHER PROVISIONS OF THESE TERMS SHALL STILL APPLY. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section. NOTICE REGARDING ADDITIONAL RIGHTS: YOU MAY HAVE THE RIGHT TO EXERCISE ADDITIONAL RIGHTS AVAILABLE UNDER APPLICABLE LAWS, INCLUDING: (A) RIGHT TO ERASURE OR CORRECTION OF PERSONAL INFORMATION; (B) A RIGHT TO OBJECT TO, OR TO RESTRICT, PROCESSING OF PERSONAL INFORMATION, OR (C) A RIGHT TO PORT PERSONAL INFORMATION. IF YOU WOULD LIKE TO EXERCISE SUCH RIGHTS, PLEASE CONTACT US AT SUPPORT@SCALE3LABS.COM WITH YOUR SPECIFIC REQUEST. WE WILL CONSIDER YOUR REQUEST IN ACCORDANCE WITH APPLICABLE LAWS AND, WHERE REQUIRED TO ADHERE TO YOUR REQUEST, WE WILL DO SO WITHIN THE TIME PERIODS REQUIRED BY APPLICABLE LAW. TO PROTECT YOUR PRIVACY AND SECURITY, WE MAY TAKE STEPS TO VERIFY YOUR IDENTITY BEFORE COMPLYING WITH THE REQUEST AND MAY CHARGE A FEE TO PROCESS YOUR REQUEST AS ALLOWED BY APPLICABLE LAW. IF THE DPA APPLIES TO YOU, THEN THE DPA CONTROLS OVER ANY CONFLICT BETWEEN THIS PARAGRAPH AND THE DPA. YOU ACKNOWLEDGE THAT DUE TO THE NATURE OF THE SERVICE, SCALE3LABS WILL NOT BE ABLE TO CONTINUE TO PROVIDE THE SERVICE TO YOU IF YOU ELECT TO HAVE PERSONAL INFORMATION ERASED, AND THAT WITHOUT USE OF PERSONAL INFORMATION, SCALE3 LABS CANNOT PROVIDE THE SERVICE TO YOU. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCOUNT WILL BE AUTOMATICALLY TERMINATED IF YOUR PERSONAL INFORMATION IS ERASED, AND YOU ACKNOWLEDGE AND AGREE – AS AN EXPRESS CONDITION OF YOUR USE OF THE SERVICE - THAT NEITHER SCALE3 LABS NOR ITS PARENT OR SUBSIDIARY COMPANIES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS WILL HAVE ANY LIABILITY TO YOU FOR TERMINATING YOUR ACCOUNT AND/OR USE OF THE SERVICE UNDER THIS PARAGRAPH.
GDPR DATA PROCESSING ADDENDUM (THE “DPA”)
This GDPR Data Processing Addendum (“DPA”) forms part of these Terms and applies to you if you are subject to Data Protection Legislation, as defined below. Given the nature of the Service, in that is uses primarily anonymous data that does not constitute personal data, the personal data gathered by the Service is limited to contact information, consisting only of email address, name, phone number (if given), physical address (if given), and IP addresses of your personal Node(s). We agree to comply with the following provisions with respect to any such personal data submitted by or for you to the Service.
In this DPA, “Data Protection Legislation” means European Directives 95/46/EC and 2002/58/EC (as amended by Directive 2009/136/EC) and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation (Regulation (EU) 2016/679)), and all other applicable laws relating to processing of personal data and privacy that may exist in any relevant jurisdiction.
“data controller”, “data processor”, “data subject”, “personal data”, “processing”, and “appropriate technical and organisational measures” shall be interpreted in accordance with applicable Data Protection Legislation;
The parties agree that you are the data controller and that Scale3 Labs is its data processor in relation to personal data that is processed in the course of providing the Service. You shall comply at all times with Data Protection Legislation in respect of all personal data you provide.
The subject-matter of the data processing covered by this DPA is the Service. The processing will be carried out until the term of your Subscription Period ceases and for any data retention period set forth in the Terms. In respect of personal data processed in the course of providing the Service, Scale3 Labs:
- shall process the personal data only in accordance with the documented instructions from you (as set out in this DPA or the Terms or as otherwise notified by you to Scale3 Labs (from time to time) If Scale3 Labs is required to process the personal data for any other purpose provided by applicable law to which it is subject, Scale3 Labs will inform you of such requirement prior to the processing unless that law prohibits this on important grounds of public interest;
- shall notify you without undue delay if, in Scale3 Labs’s reasonable opinion, an instruction for the processing of personal data given by you infringe applicable Data Protection Legislation;
- shall implement and maintain appropriate technical and organisational measures designed to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, access or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage, disclosure, access or theft of the personal data and having regard to the nature of the personal data which is to be protected;
- may hire other companies to provide limited services on its behalf, provided that Scale3 Labs complies with the provisions of this paragraph. Any such subcontractors will be permitted to process personal data only to deliver the services Scale3 Labs has retained them to provide, and they shall be prohibited from using personal data for any other purpose. Scale3 Labs remains responsible for its subcontractors’ compliance with the obligations of this DPA. Any subcontractors to whom Scale3 Labs transfers personal data will have entered into written agreements with Scale3 Labs requiring that the subcontractor abide by terms substantially similar to this DPA.
- shall ensure that all Scale3 Labs personnel required to access the personal data are informed of the confidential nature of the personal data and comply with the obligations set out in this paragraph;
- at your request and cost (and insofar as is possible), shall assist you by implementing appropriate and reasonable technical and organisational measures to assist with the your obligation to respond to requests from data subjects under Data Protection Legislation (including requests for information relating to the processing, and requests relating to access, rectification, erasure or portability of the personal data) provided that Scale3 Labs reserves the right to reimbursement from
- you for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
- Shall take reasonable steps at your request and cost to assist you in meeting your obligations under Article 32 to 36 of the General Data Protection Regulation (Regulation (EU) 2016/679) taking into account the nature of the processing under this DPA, provided that Scale3 Labs reserves the right to reimbursement from you for the reasonable cost of any time, expenditures or fees incurred in connection with such assistance;
- at the end of the applicable term of the Service, upon your request, shall securely destroy or return such personal data to you; and
- may transfer personal data from the EEA to the US for the purposes of this DPA.
- shall allow you and its respective auditors or authorized agents to conduct audits or inspections during the term of the Agreement, which shall include providing reasonable access to the premises, resources and personnel used by Scale3 Labs in connection with the provision of the Application Services, and provide all reasonable assistance in order to assist you in exercising its audit rights under this paragraph. The purposes of an audit pursuant to this paragraph include to verify that Scale3 Labs is processing personal data in accordance with its obligations under the DPA and applicable Data Protection Legislation. Notwithstanding the foregoing, such audit shall consist solely of: (i) the provision by Scale3 Labs of written information (including, without limitation, questionnaires and information about security policies) that may include information relating to subcontractors; and (ii) interviews with Scale3 Labs’s IT personnel. Such audit may be carried out by you or an inspection body composed of independent members and in possession of the required professional qualifications bound by a duty of confidentiality. For the avoidance of doubt no access to any part of Scale3 Labs’s IT system, data hosting sites or centers, or infrastructure will be permitted;
- If Scale3 Labs becomes aware of any accidental, unauthorised or unlawful destruction, loss, alteration, or disclosure of, or access to the personal data that is processed by Scale3 Labs in the course of providing the Application Services (an “Incident”) under the Agreement it shall without undue delay notify you and provide you (as soon as possible) with a description of the Incident as well as periodic updates to information about the Incident. Scale3 Labs shall additionally take action to investigate the Incident and reasonably prevent or mitigate the effects of the Incident; and
- Scale3 Labs shall provide information requested by you to demonstrate compliance with the obligations set out in this DPA.
These Terms shall be governed by and interpreted in accordance with the laws of the State of California exclusively, as such laws apply to contracts between California residents performed entirely within California. You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods and its successors are excluded in their entirety from application to these Terms. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of Scale3 Labs. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. Scale3 Labs shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between Scale3 Labs and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. If you are accepting these Terms from Québec, Canada, you agree to the following: The parties hereto confirm that it is their wish that these Terms have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord soient rédigés en langue anglaise. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
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Last updated January 28, 2023