Scaffold

Terms of Service

By accessing this web site, you are agreeing to be bound by this web site’s Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.

1. User License

Permission is granted to temporarily download one copy of the materials (information or software) on theScaffold’s web site for personal, non-commercial transitory viewing only. This is the grant of a non-exclusive license, not a transfer of title, and under this license you may not:

theScaffold retains all ownership rights for the theScaffold application including customizations made to the application resulting from Customer’s suggestions, feedback, recommendations or modification requests. theScaffold copyrighted materials are licensed to User solely for use on the theScaffold application and are not to be distributed in whole or in part in any form for any purpose other than as applies to the use of the theScaffold tool. Users may not store or transmit theScaffold copyrighted materials without the express written consent of theScaffold.

This license shall automatically terminate if you violate any of these restrictions and may be terminated by theScaffold at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

In providing the theScaffold Service, certain functions require that we send automated email to administrators and general users. The content of these email have been created by theScaffold and may be edited by theScaffold.

Users of theScaffold’s email systems attest that all email addresses entered into the system belong to willing recipients, and further attest to adhere to applicable law and industry guidelines regarding unsolicited email. Abuse of the theScaffold email system will result in suspension of the user’s account with no refund of money paid to theScaffold.

User agrees to assume responsibility for difficulties in the delivery of theScaffold emails due to issues outside of the theScaffold system such as firewalls or spam filters including any costs associated with adjustments or modifications necessary to external systems required for delivery of theScaffold email.

theScaffold reserves the right to refuse service to businesses or organizations we deem to be engaged in inappropriate practices.

theScaffold licenses may not be transferred to any other person or entity and are intended for use only within your organization.

theScaffold bears no responsibility for customer data after the termination of Customer’s subscription.

2. Disclaimer

The materials on theScaffold’s web site are provided “as is”. theScaffold makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, theScaffold does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

3. Fees and Payment

Undisputed invoices are due within 30 days of receipt. Delinquent accounts are subject to deactivation. Accounts delinquent for over 120 days are subject to deletion.

Chargeback / Refund Policy

theScaffold will not, under any circumstances, issue cash refunds for early contract cancellation.

If you have a question about charges made to your account, please contact us immediately.

If the charges were made in error, we will immediately credit your account or credit card account for the appropriate amount.

theScaffold has a zero tolerance policy for chargebacks.

Any customer who disputes a credit card payment that is found to be valid will be permanently blacklisted and barred from use of the Service. Any past due fees and costs will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

3a. Terms and Termination

(a) Term of Agreement. This Agreement takes effect on the date Licensee first subscribes to theScaffold incorporating these terms and will remain in effect until all applicable Subscription Orders have expired or been terminated.

(b) Term of Subscriptions. The term of each Service subscription will be described in the applicable Subscription Order plan pricing page. Except as otherwise described in a Subscription Order, subscriptions for a Service will automatically renew for additional periods equal in length to the expiring subscription term unless either party provides notice of non-renewal. If the expiring subscription term is one year or longer, theScaffold will notify Licensee of a pending auto-renewal at least 60 days prior to commencement of the next renewal term.

(c) Termination. If either Party commits a material breach or default in the performance of any of its obligations under this Agreement, then the other Party may terminate this Agreement, provided that the terminating Party gives the breaching or defaulting Party written notice of termination specifying the underlying breach or default within 30 days of discovery of such breach or default, and such breach or default remains uncured 30 days after the breaching or defaulting Party receives the notice.

(d) Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights, licenses and access to the Services granted to Licensee under this Agreement will immediately terminate. If this Agreement expires, or if theScaffold terminates this Agreement pursuant to TERMS & TERMINATION section c, all Fees will become immediately due and payable to theScaffold. If Licensee terminates this Agreement pursuant to TERMS & TERMINATION section (c), theScaffold will provide Licensee with a pro-rated refund of any prepaid Fees covering the period from the date of termination through the end of the Term. In no event will expiration or termination of this Agreement relieve Licensee of any obligation to pay Fees payable for the period prior to the date of termination.

(e) Data. Upon expiration or termination of this Agreement for any reason, theScaffold shall provide an export file of all Data stored on the Platform (in a reasonably usable digital format) to Licensee, if Licensee requests this within thirty (30) business days of such expiration or termination.

(f) Survival. All terms and provisions of this Agreement, including any exhibits, which by their nature are intended to survive any termination or expiration of this Agreement, will so survive.

5. Service Reliability and Warranties

User’s use of theScaffold services are at User’s sole risk. Neither theScaffold, its employees, directors, affiliates, agents, third party information providers, merchants licensers or the like, warrant that theScaffold’s service will not be interrupted or error free.

theScaffold also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the User, or viewers and users of User’s materials, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the client. Use of any information obtained by way of theScaffold is at the User’s own risk.

Damages for claims of unavailability of the Service against theScaffold are expressly limited to the pro-rata portion of any monthly charge pre-paid by the User directly to theScaffold for the period of the system unavailability. “System unavailability” shall be narrowly defined as an unscheduled outage of more than 2 hours, but in no case shall include outages for maintenance, upgrade or repair where Users are provided notice of such outages in advance.

Under no circumstances will theScaffold bear any responsibility for any damages direct, indirect or consequential, arising as a consequence of such unavailability.

6. Limitations

In no event shall theScaffold or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) direct, indirect or consequential, arising out of the use or inability to use the materials on theScaffold’s Internet site, even if theScaffold or a theScaffold authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

7. Revisions and Errata

The materials appearing on theScaffold’s web site could include technical, typographical, or photographic errors. theScaffold does not warrant that any of the materials on its web site are accurate, complete, or current. theScaffold may make changes to the materials contained on its web site at any time without notice. theScaffold does not, however, make any commitment to update the materials. Do you really think we've hired proof-readers? As an aside, kudos to you for reading this far.

8. Links

theScaffold has not reviewed all of the sites linked to its internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by theScaffold of the site. Use of any such linked web site is at the user’s own risk. I mean, they're probably cool and all, but we really haven't checked them all. Clicker beware.

9. Site Terms of Service Modifications

theScaffold may revise these Terms of Service for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use. Man that seems like a dick move. I'll do my best to update you on changes in terms, but we don't expect to be sued if we change the terms of my free service and you get pissy.

10. Governing Law

Any claim relating to theScaffold’s web site shall be governed by the laws of the State of New York without regard to its conflict of law provisions.

11. Privacy Policy

Your privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate and disclose and make use of personal information. The following outlines our privacy policy.

Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.

We will collect and use personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.

We will only retain personal information as long as necessary for the fulfillment of those purposes.

We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.

Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.

We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

We will make readily available to customers information about our policies and practices relating to the management of personal information.

Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Licensee’s Confidential Information will include Data; theScaffold Confidential Information will include the Services; and Confidential Information of each Party will include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information (other than Data) will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms of this Agreement or any Subscription Form to any third party other than its affiliates and its legal counsel and accountants without the other party’s prior written consent.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

We are committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained. For more information, view our complete privacy policy here.

12. Trademarks and Copyrights

User warrants that it has the right to use any trademarks, processes, or other materials it uses in conjunction with theScaffold services, if any. User warrants that its content does not infringe any third party copyrights or patents.

theScaffold retains ownership and all rights to theScaffold logos, trademarks, software, trade secrets, databases, reports, and Web site.

13. Limited Liability

User shall defend, indemnify, save and hold theScaffold (including, its agents, its clients, its servants, officers, directors and employees) harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys’ fees, (“Liabilities”) asserted against them, that may arise or result from any service provided or performed or agreed to be performed or any product used or sold by or to User, its agents, employees or assigns.

User shall defend, indemnify, save and hold harmless theScaffold (including, its agents, its clients, its servants, officers, directors and employees) against any and all Liabilities caused directly or indirectly the User or any person who User allows to access the Services.

Under no circumstances, including negligence, shall theScaffold (including, its agents, its clients, its servants, officers, directors and employees) or anyone else involved in creating, producing or distributing theScaffold services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the theScaffold service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to theScaffold records, programs or services. This paragraph shall apply to all content and functionality of theScaffold’s Service.

Notwithstanding the above, User’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which User paid directly to theScaffold during the current month.

Such limitations shall apply to theScaffold total liability, including without limitation any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.

13a. Indemnity

Each party (“Indemnifying Party”) will indemnify, defend and hold the other party (“Indemnified Party”) harmless from any claim, action, suit or proceeding made or brought against the Indemnified Party arising out of or related to the Indemnifying Party’s breach of any term of this Agreement.

theScaffold will indemnify, defend and hold Licensee harmless from any third party claim, action, suit or proceeding made or brought against Licensee alleging that Licensee’s use of the Services in accordance with this Agreement infringes such third party’s intellectual property rights (an “Infringement Claim”). In the event of an Infringement Claim, theScaffold may, at its sole option and expense: (A) procure for Licensee the right to continue use of the Services or infringing part thereof; or (B) modify or amend the Services or infringing part thereof, or replace the Services or infringing part thereof with other software having substantially the same or better capabilities; or, (C) if neither of the foregoing is commercially practicable, terminate this Agreement and repay to Licensee a pro rata portion, if any, of any pre- paid Fees. theScaffold will have no liability for an Infringement Claim if the actual or alleged infringement results from (1) Licensee’s breach of this Agreement, (2) Licensee’s modification, alteration or addition made to the Services or any use thereof, including any combination of the Services with software or other materials not provided by theScaffold, (3) Licensee’s failure to use any corrections or modifications made available by theScaffold that would not result in any material loss of functionality, or (4) use of the Services in a manner or in connection with a product or data not contemplated by this Agreement. theScaffold also disclaims any liability for settlements entered into by Licensee or costs incurred by Licensee in relation to an Infringement Claim that are not pre-approved by theScaffold in writing. THIS SECTION STATES THE ENTIRE LIABILITY OF THESCAFFOLD WITH RESPECT TO ANY INFRINGEMENT CLAIM.