Terms and Conditions
Last updated: July 6, 2020
- GENERAL TERMS AND CONDITIONS
Welcome to Scale to $1 Million. This website, and the content and any processes shared are propriety to R&N Ventures, Inc. DBA Scale to $1 Million (hereafter referred to as “Scale to $1 Million,” “we,” “us,” or “our”). Scale to $1 Million is a small business training platform and community. Scale to $1 Million provides the Services (defined below) to You subject to the following Terms and Conditions (“T&C”), which may be updated by us from time to time. We encourage you to review it periodically. You can review the most current version of the T&C at any time on our website at the link on the bottom of each web page.
By accessing and using our websites or Services, You accept and agree to be bound by the terms and provisions of the T&C. Scale to $1 Million reserves the right, at our sole discretion, to change or modify portions of these Terms and Conditions at any time or to suspend, amend, modify, or discontinue Services altogether, or in part. If our Service(s) are changed, modified, suspended or discontinued, we will post the changes on this page, indicating at the top of this page, the date the terms that were revised. We will also notify you, either through the Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except for changes addressing new functions of the Services or websites, or changes made for legal reasons, which will become effective immediately. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms and Conditions.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION RATHER THAN IN A COURT OF LAW, AND FURTHER: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SCALE TO $1 MILLION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU WILL BE PERMITTED TO ONLY SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS. under Colorado law, punitive damages, appeals, and jury trials are not available in arbitration. By agreeing to these T&C you accordingly waive any trial by judge or jury or right of appeal. Judgment upon the award rendered by the arbitrator may be entered in any court having appropriate jurisdiction.
- ACCESS AND USE OF THE SERVICES
DESCRIPTION OF SERVICES
The following describes our services (the “Services”)
Scale to $1 Million provides users with access to a rich collection of resources designed and aspiring to provide consumers a trusted resource for event industry news, and providing marketing, advertising, lead generation, business networking, a community marketplace, and other business and commercial services for Event Professionals such as Vendors, Venues, Suppliers (“Event Professionals”), their clients and related parties (“Clients”), and the Clients’ various other Vendors, Venues and Suppliers (“Vendors”). Scale to $1 Million may provide a virtual community, events, strategic consulting, and resources to help empower other individuals. Users may gain access to free content, energy services, and business services from Scale to $1 Million and/or its affiliate partners of which is expressly subject to these T&C.
You understand and agree that our Services are provided “AS-IS” and neither Scale to $1 Million, or any individual member, representative, affiliate, agent, or assigns of either assumes any responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. For more information, please see the section on DISCLAIMER OF WARRANTIES below.
You are solely responsible for obtaining access to any Scale to $1 Million services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are solely responsible for those fees, including fees associated with the display or delivery of advertisements. In addition, You must provide and are responsible for all equipment necessary to access our Services or perform services originating through the use of our websites or from our Services. You understand the technical processing and transmission of our Services, including your information and content, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
YOUR REGISTRATION OBLIGATION
You may be required to register or enter into a agreement with Scale to $1 Million in order to access and use certain features of the Services. In submitting any information to our websites or in connection with the use of our Services, You agree at all times to: (a) provide true, accurate, current and complete information about yourself as prompted by our registration forms (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. In consideration of your use of our Services, You represent You are of legal age to form a binding contract and are not a person barred from receiving our Services under the laws of the United States or other applicable jurisdictions, such as the European Union. If You are under 13 years of age, or located outside the jurisdiction of the United States of America, You are not authorized to use the Services, with or without registering. If You are between the ages of 13 and 18 years old, You may use the Services, with or without registering, only with the approval of your parent or legal guardian. In consideration of the use or access to our websites or Services You specifically agree that if You provide any information that is untrue, inaccurate, not current, incomplete, or Scale to $1 Million has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, or if You otherwise fail to meet any of the above, applicable elements, Scale to $1 Million has the unlimited and exclusive right to suspend or terminate your use and refuse any and all current or future use of our websites or Services (or any portion of them).
MEMBER ACCOUNT, PASSWORD AND SECURITY
You may receive a password and account designation upon completing Scale to $1 Million’s Services registration process. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to: (a) immediately notify Scale to $1 Million of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Services. Scale to $1 Million will not be liable for any loss or damage arising from your failure to comply with this Section 4.
MODIFICATIONS TO SERVICES
Scale to $1 Million reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Scale to $1 Million will not be liable to You or to any third-party for any modification, suspension, or discontinuance of the Services.
GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Scale to $1 Million may establish general practices and limits concerning use of the Services, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Scale to $1 Million’s or its agents’ or business partners’ servers on your behalf. You agree that Scale to $1 Million has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that Scale to $1 Million reserves the right to terminate users that are inactive for an extended period of time. You further acknowledge that Scale to $1 Million reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
The Services include certain services that are available via a mobile device, including: (i) the ability to upload content to the Services via a mobile device, (ii) the ability to browse the Services and the websites from a mobile device; and, (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”) or Scale to $1 Million or their third-party technology providers. To the extent access to the Services is through a mobile device, wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, You agree that we may communicate with You regarding Scale to $1 Million and other entities by email or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.
In the event You change or deactivate your mobile telephone number, You agree to promptly update your Scale to $1 Million account information to ensure that our messages are not sent to the person that acquires your former telephone number.
Individuals or businesses may receive a request to that invites You to participate in a Beta program, focus group, or otherwise ask for input regarding new features from time to time. Specific terms related to your participation will be outlined in an offer to participate and participation is not required.
- SERVICE LEVEL AGREEMENT
You agree not to use our Services to:
A.1 upload, post, email, transmit, or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
A.2 harm minors in any way; including soliciting personal information from anyone;
A.3 impersonate any person or entity, including, but not limited to, Scale to $1 Million, Clients, or falsely state or otherwise misrepresent your affiliation with a person or entity;
A.4 forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through our Services;
A.5 upload, post, email, transmit, or otherwise make available any Content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
A.6 upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any person or entity;
A.7 upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas that are designated for such purpose;
A.8 upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
A.9 harvest or collect email addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
A.10 advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
A.11 disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
A.12 interfere with or disrupt our Services, or servers or networks connected to our Services, or disobey any requirements, procedures, policies or regulations of networks connected to our Services, including using any device, software or routine to bypass our robot exclusion headers;
A.13 intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
A.14 provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
A.15 “stalk” or otherwise harass another; or
A.16 collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs 2.1 through 2.15 above.
You acknowledge that Scale to $1 Million may or may not pre-screen your Content, but that Scale to $1 Million and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Scale to $1 Million websites or Services. Without limiting the foregoing, Scale to $1 Million and its designees shall have the sole and exclusive right to remove any Content that violates the TOS or is otherwise objectionable. You agree that You must evaluate, and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You may rely on any Content submitted to Scale to $1 Million, including without limitation, information in Scale to $1 Million Message Boards, social media, and in all other parts of the Scale to $1 Million Services, at your own election and at your own risk.
Scale to $1 Million is committed to using reasonable efforts to make the Services available and provide notifications of scheduled updates whenever feasible. Any of the Services, including events, consulting, or business services that require a unique commitment, shall clearly state the investment in relation to the Services.
To the extent the Services, or any portion thereof, are made available for any fee, or You are a Client paying an affiliate for goods or services via the Services, You will be required to provide Scale to $1 Million information regarding your credit card or other payment instrument. You represent and warrant to Scale to $1 Million that such information is true and that You are authorized to use the payment instrument. If You have registered for the Services via a subscription plan, You expressly acknowledge and agree that: (a) Scale to $1 Million, through its 3rd party processors, is authorized to charge your credit card or other payment instrument in accordance with the terms of your purchase plan for as long as your subscription continues; and, (b) your subscription is continuous until You cancel it or Scale to $1 Million suspends or otherwise stops providing access to its websites or Services in accordance with these terms and any contracts or agreements that are provided in addition to this SLA for your Services. You agree to promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.
If You dispute any charges by Scale to $1 Million, You must let Scale to $1 Million know within thirty (30) calendar days after the date that Scale to $1 Million charges You. As an affiliate, if You agree to refund any fees to a Client, You are responsible and will pay Scale to $1 Million (and Scale to $1 Million may retain) any transaction costs associated with such refund. We reserve the sole and exclusive right to change Scale to $1 Million’s prices.
If Scale to $1 Million does change prices, Scale to $1 Million will provide notice of the change on its websites or in an email to You, at Scale to $1 Million’s option, at least 30 calendar days before the change is to take effect. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Scale to $1 Million’s net income.
All fees and prices will be listed and charged in association with the specific product or Service being offered and may change from time to time. If a price goes down or a special offer is made by Scale to $1 Million for promotional or marketing purposes, users will not be eligible for a refund of the difference. All pricing is specific to the Service You elect to include with your Services as some Services may be provided at no charge and others may require a charge and additional contract or agreement for use.
To the extent You have received payment for goods or services through the Scale to $1 Million (“Payee”) from or on behalf of a Client or other party (“Payor”), the amount of a transaction may be charged back or reversed to Payee’s payment account (a “Chargeback”) if the transaction is: (a) disputed by the Payor, (b) reversed for any reason, (c) was not authorized, or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of these TOS. Payee will owe Scale to $1 Million and will immediately pay Scale to $1 Million the amount of any Chargeback and any associated fees, fines, or penalties assessed by any processing financial institutions, or MasterCard, Visa, American Express, Discover, and other payment card networks, associations, or companies.
SPECIAL ADMONITIONS FOR INTERNATIONAL USE AND EXPORT/IMPORT COMPLIANCE
Recognizing the global nature of the Internet, You agree to comply with all applicable rules and laws regarding online conduct and acceptable content. Use of the Services and transfer, posting and uploading of software, technology, and other technical data via the Services may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations, including without limitation the Export Administration Regulations: see https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear ) and sanctions control programs of the United States (see https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx ). In particular, You represent and warrant that You: (a) are not a prohibited party identified on any government export exclusion lists (see https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern ) or a member of a government of any other export-prohibited countries as identified in applicable export and import laws and regulations; (b) will not transfer software, technology, and other technical data via the Yahoo Services to export-prohibited parties or countries; (c) will not use the Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; and (d) will not transfer, upload, or post via the Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws.
You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Services, intellectual property or other information used as part of the Services, use of the Services, or access to the Services (including Content, advertisements, Software and your Scale to $1 Million membership).
If You or your business are using our Services, You and your business accept these TOS. You and your business will hold harmless and indemnify Scale to $1 Million as well as its affiliates, officers, agents, and employees from any claim, suit or action, regardless of the type, amount, or nature of the claim, arising from or related to your or your business’ use of the Services or violation of these TOS, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorney fees.
REFUND REQUEST AND PAYMENT PROCEDURES
If requesting a service credit or refund, You must submit a claim by email at: [email protected] The email must contain the following information: (i) the words “Refund Request” in the subject line; (ii) a copy of the Service receipt; (iii) a detailed reason for the refund request; (iv) the name and relevant information for a contact representative. Failure to provide the request and other information as required above will disqualify your request for a refund.
If You seek a refund within the first three (3) days of the original charges, Scale to $1 Million will refund any fees, less transaction costs associated with such refund. If You are seeking a refund later than three (3) days of the original charges, You must demonstrably show engagement with a portion of the Services, namely the course content, and clearly state reasons of dissatisfaction or otherwise for refund. We reserve the sole and exclusive right to decide on such refunds.
- SERVICE CONTENT, SOFTWARE, AND TRADEMARKS
You acknowledge and agree that the Services may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Scale to $1 Million, You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that You legally upload to the websites. In connection with your use of the Services, You will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If You are blocked by Scale to $1 Million from accessing its websites or the Services (including by blocking your IP address), You agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Services or distributed in connection therewith are the property of Scale to $1 Million, our affiliates, and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Scale to $1 Million expressly reserves any and all rights not expressly granted herein.
The Scale to $1 Million name and logos are trademarks and service marks of Scale to $1 Million (collectively the “Scale to $1 Million Marks”). Other Scale to $1 Million product and service names and logos used and displayed via the websites or Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Scale to $1 Million. Nothing in this TOS or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Scale to $1 Million Marks displayed on the websites or the Services, without our prior written permission in each instance. All goodwill generated from the use of Scale to $1 Million Marks will inure to our exclusive benefit.
- THIRD-PARTY MATERIAL
Under no circumstances will Scale to $1 Million be liable in any way for any content or materials of any third-parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Scale to $1 Million does not pre-screen content, but that Scale to $1 Million and their designees will have the right (but not the obligation) in their sole and exclusive discretion to refuse or remove any content that is available via the Services. Without limiting the foregoing, Scale to $1 Million and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Scale to $1 Million, in its sole and exclusive discretion, to be otherwise objectionable. You agree that You must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
- USER CONTENT TRANSMITTED THROUGH OUR SERVICE
With respect to the content or other materials You upload through our websites, the Services, or share with other users or recipients (collectively, “User Content”), You represent and warrant that You own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.
You agree that Scale to $1 Million has no responsibility or liability for the deletion or failure to store any messages and other communications or other User Content maintained or transmitted by the Scale to $1 Million Services. You acknowledge that Scale to $1 Million reserves the right to suspend accounts that are inactive for an extended period of time. You further acknowledge that Scale to $1 Million reserves the right to modify these general practices and limits from time to time. You acknowledge and agree that Scale to $1 Million may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these TOS; (c) respond to claims that any content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Scale to $1 Million, their users or the public. You understand the technical processing and transmission of the Services, including your content, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Your agreement to these TOS constitutes your consent to allow Scale to $1 Million to store these communications on its servers and on the third-party servers of Scale to $1 Million’s affiliates, agents, or commercial partners.
Further, You will hold harmless and indemnify Scale to $1 Million and its affiliates, officers, agents, and employees from any claim, suit or action, regardless of the nature, scope, or amount of the claim or action, arising from or related to the use of your User Content, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorney fees.
You acknowledge and agree that Scale to $1 Million and its subsidiaries, may ask to use your name, logo, image, biographical and company information, uploaded User Content, or publicly available content on Scale to $1 Million’s websites and on marketing materials to identify your relationship with Scale to $1 Million. You hold final approval for this use.
- COPYRIGHT COMPLAINT AND REMOVAL REQUESTS
Scale to $1 Million respects the intellectual property of others, and we ask our Users to do the same. If You believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, You should notify Scale to $1 Million of your infringement claim in accordance with the procedure set forth below. Scale to $1 Million will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement.
A notification of claimed copyright infringement should be emailed to Scale to $1 Million’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”).
Requests for DMCA Takedown Request must be in writing and contain the following pertinent information:
a physical or electronic signature of the owner of the copyright or other intellectual property interest, or its authorized agent, acting on the owner’s behalf;
identification of the copyrighted work or other intellectual property that the owner claims to have been infringed;
a description of the location of the infringement on the Service site, with sufficient detail necessary to locate the material on the Service;
the address, telephone number, and email address of the owner or its authorized agent, acting on the owner’s behalf;
a statement by the owner or its authorized agent that a good faith belief exists that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by the owner or its authorized agent, made under penalty of perjury, that the above information in the Takedown Request is accurate and that the request is being submitted by the copyright or intellectual property owner or the agent has been authorized to act on the copyright or intellectual property owner’s behalf.
If, in the alternative, You believe that your User Content that was removed (or your access was disabled) is not in violation of the DMCA, or that You have previously received authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may forward a written counter-notice containing the following information to the above-referenced Copyright Agent:
a physical or electronic signature of the owner of the copyright or other intellectual property interest, or its authorized agent, acting on the owner’s behalf or with the owner’s consent to use the copyright of other intellectual property interest;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared prior to the disabling or removal;
a statement by the owner or its authorized agent that a good faith belief exists that the content was removed or disabled as a result of mistake or a misidentification of the content; and
the address, telephone number, and email address of the owner or its authorized agent, acting on the owner’s behalf, including a statement that the owner of its authorized agent consents to the jurisdiction of the federal court located within the State of Colorado and a statement that You will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Scale to $1 Million will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days.
Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, within ten to fourteen (10 to 14) business days, or more, following the receipt of the counter-notice, at the sole and exclusive discretion of Scale to $1 Million.
- CONTINUED INFRINGEMENT OF POLICY
In accordance with the DMCA, and other applicable laws, Scale to $1 Million has adopted a termination policy, in appropriate circumstances and at the sole discretion of Scale to $1 Million, to terminate Users who have been deemed as repeat offenders of the infringement policy under this section. Scale to $1 Million also reserves the right to limit access to the Services or terminate a User’s membership at its sole discretion, including any Users who infringe on any intellectual property rights of others, whether or not there is any repeat infringement.
- DEALINGS WITH ADVERTISERS
Your correspondence or business dealings with, or participation in promotions of, advertisers, affiliates or other entities found on or through our Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and the other party. You agree that Scale to $1 Million and shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on our Services.
- USE OF THIRD-PARTY WEBSITE
The Services may provide, or third-parties may provide, links or other access to other sites and resources on the World Wide Web, the Internet, sites or other resources. Scale to $1 Million has no control over such sites and resources and Scale to $1 Million is not responsible for and does not endorse and is not liable for any content, event, advertising, products, goods or services, or other materials on or available from such sites and resources. You further acknowledge and agree that Scale to $1 Million will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, event, advertising, products, goods or services, or other materials on or available from such sites and resources. Any dealings You have with third-parties found while using the Services are between You and the third-party, and You agree that Scale to $1 Million is not liable for any loss or claim that You may have against any such third-party.
- PARTIES’ RELATIONSHIP
The use or access to Scale to $1 Million’s websites or Services in no way creates a fiduciary, agency, partnership, joint venture, or employment relationship between Scale to $1 Million and any user. You do not have any authority to enter into contracts on Scale to $1 Million’s behalf, or otherwise bind Scale to $1 Million to any promises or obligations in any manner. You are individually and solely responsible for any fees, costs, expenses, or taxes incurred in relation to the Services or your performance of any services or undertaking of any conduct related to the Services.
- MODIFICATIONS TO OUR SERVICES
Scale to $1 Million reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Scale to $1 Million Services (or any part thereof) with or without notice. You agree that Scale to $1 Million shall not be liable to You or to any third-party for any modification, suspension or discontinuance of the Scale to $1 Million Services (or any part thereof).
- DISCLAIMER OF WARRANTIES
YOUR USE OF OUR WEBSITES AND SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SCALE TO $1 MILLION EXPRESSLY DISCLAIMS 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 AND NON-INFRINGEMENT.
SCALE TO $1 MILLION MAKES NO WARRANTY THAT: (I) ITS SERVICES WILL MEET YOUR REQUIREMENTS, (II) ITS SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
- LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SCALE TO $1 MILLION WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SCALE TO $1 MILLION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER CLAIM OR CAUSE OF ACTION, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) ANY ACTS, OMISSIONS, STATEMENTS OR OTHER CONDUCT OF ANY CLIENTS, VENDORS, SUPPLIERS OR VENUES OR OTHER THIRD-PARTIES ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL SCALE TO $1 MILLION’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SCALE TO $1 MILLION IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES.
THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE USED ONLY AS PERMITTED BY LAW. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF ANY APPLICABLE STATE, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
- DISPUTE RESOLUTION BY BINDING ARBITRATION
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
Agreement to Arbitrate: This Section “Dispute Resolution By Binding Arbitration” is referred to in these TOS as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between You and Scale to $1 Million, whether arising out of or relating to these TOS (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that You may assert individual claims in small claims court, if your claims qualify. You agree that, by entering into these TOS, You and Scale to $1 Million are each waiving the right to a trial by jury or to participate in a class action. You are also waiving your right to seek punitive damages or appeal any final arbitration award, except as legally permitted in a court of appropriate jurisdiction. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AND SCALE TO $1 MILLION AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SCALE TO $1 MILLION AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF, EITHER THROUGH CLAIMS OR COUNTERCLAIMS, AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution: Scale to $1 Million is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at: [email protected] If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other party, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Scale to $1 Million should be sent to 6660 Delmonico Dr Ste D249, Colorado Springs, CO 80919 (“Notice Address”), attention: R. Smith. The Notice must: (i) describe the nature and basis of the claim or dispute; and, (ii) set forth the specific relief sought. If Scale to $1 Million and You do not resolve the claim within sixty (60) calendar days after the Notice is received, You or Scale to $1 Million may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Scale to $1 Million or You shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which You or Scale to $1 Million is entitled.
Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the rules and procedures of the American Arbitration Association (“AAA”), including the AAA’s Supplementary Procedures for Consumer-Related Disputes (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.
For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these TOS and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Unless Scale to $1 Million and You agree otherwise, any arbitration hearings will take place in Denver, Colorado. If your claim is for $10,000 or less, Scale to $1 Million agrees that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorney fees will be governed by the AAA Rules.
Confidentiality: 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.
Severability: If the arbitrator or a court on appeal decides that any term or provision of this Arbitration Agreement is invalid or unenforceable, Scale to $1 Million agrees to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and that provision will be enforceable as so modified. The remainder of the Arbitration Agreement and these TOS will continue to apply.
Future Changes: Notwithstanding any provision in these TOS to the contrary, Scale to $1 Million agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while You are a user of the Services, You may reject any such change by sending Scale to $1 Million written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, You are agreeing that You will arbitrate any dispute between us in accordance with the language of this Arbitration as of the date You first accepted these TOS (or accepted any subsequent changes to these TOS).
- TERMINATION OF SERVICES
You agree that Scale to $1 Million, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if Scale to $1 Million believes that You have violated or acted inconsistently with the letter or spirit of these TOS. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities.
Scale to $1 Million may also, in its sole discretion and at any time, discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these TOS may be effected without prior notice, and acknowledge and agree that Scale to $1 Million, in its sole and exclusive discretion, may immediately deactivate or delete your account and all related information and files in your account or bar any further access to such files or the Services. Further, You agree that Scale to $1 Million will not be liable to You or any third-party for any termination of your access to the Service.
If You have registered for the Services via a subscription plan, You may cancel your subscription at any time by sending an email to [email protected] notifying us of your intent to cancel your subscription at least thirty (30) calendar days prior to the end of your then-current subscription term.
These TOS constitute the entire agreement between You and Scale to $1 Million and govern your use of the Services, superseding any prior agreements between you and Scale to $1 Million with respect to the Services. You also may be subject to additional terms and conditions that may apply when You use affiliate or third-party services, third-party content, or third-party software. These TOS and all legal actions flowing or in any way related to the Services or these TOS are governed by the laws of the State of Colorado without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, You and Scale to $1 Million agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Denver County, Colorado. The failure of Scale to $1 Million to exercise or enforce any right or provision of these TOS will not constitute a waiver of such right or provision. If any provision of these TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in arbitration, judicial proceedings, or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these TOS without the prior written consent of Scale to $1 Million, but Scale to $1 Million may assign or transfer these TOS, in whole or in part, without restriction. The section titles in these TOS are for convenience only and have no legal or contractual effect. Notices to You may be made via either email or regular mail. The Services may also provide notices to You of changes to these TOS or other matters by displaying notices or links to notices generally on the Service.
The Service Commitment does not apply to any unavailability, suspension, or termination of the Scale to $1 Million Services, or any other Scale to $1 Million service performance issues:
- That result from a suspension as described in the Terms;
- Caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Scale to $1 Million network;
- That result from any actions or inactions of You or any third-party;
- That result from the equipment, software or other technology of You or any third-party;
- That result from any announced, planned, or emergency maintenance, and any unavailability that occurs during an announced maintenance window;
- Other areas of Scale to $1 Million outside of your ability to login and access the Scale to $1 Million database, this includes, but is not limited to, reports, dashboards, third-party integrations, hardware integrations, your own custom integrations, marketing integrations, SMS integrations and delivery, and email integrations and delivery.
- QUESTIONS, CONCERNS OR SUGGESTIONS?
Please contact us at [email protected] to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Services, or at:
6660 Delmonico Dr.
Colorado Springs, CO 80919