Terms of Service

IMPORTANT: Please Read These Terms of Service Carefully

Before clicking "Accept" or using any part of the GET SCALED software-as-a-service platform (“SaaS Platform”), application programming interface (API), or any associated services (together, the "GET SCALED Service"), please read this Terms of Service Agreement (the "Agreement") in full.

By clicking "Agree" or using the GET SCALED Service in any capacity, you ("Customer") and the organisation you represent are confirming that you have read, understood, and agreed to be legally bound by this Agreement. You also represent and warrant that you have the authority to bind that organisation to these terms.

If you do not Agree to these terms in their entirety, you may not access or use the GET SCALED Service.

This Agreement incorporates by reference GET SCALED's GET SCALED Support Addendum (Exhibit A), GET SCALED Data Protection Addendum (Exhibit B), which outlines specific technical details—including how the GET SCALED Service collects and reports certain data and key system details. This addendum may be updated periodically at GET SCALED's sole discretion.

GET SCALED reserves the right to modify or amend this Agreement at any time. When changes are made, we will update the "Last Updated" date at the top of the Agreement. We may also notify you via email using the latest email address provided to us. Continued use of the Services following any update constitutes Customer's acceptance of the modified terms. If Customer does not agree to the revised terms, it must cease use of the Services before the effective date of the changes.

We may require you to expressly Accept updated terms before continuing to use the Service. If you do not agree to any changes, you must discontinue use of the GET SCALED Service. Your continued use following any Updates will be considered acceptance of the modified Agreement.

Please review this Agreement regularly to stay informed of any changes.

1. DEFINITIONS.

1. "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by Agreement, or otherwise.
2. "Agreement" means these Terms of Service, and all documents incorporated by reference herein.
3. "Confidential Information" means (i) written information received by the receiving party ("Receiving Party") from the disclosing party ("Disclosing Party") which is marked or identified as confidential and (ii) any information which a reasonable person under the circumstances would know the Disclosing Party intended to be treated as Confidential Information. Confidential Information includes, but is not limited to, technical information, information about product plans, strategies, promotions, customers, and related technical, financial, or business information, and any information of the Disclosing Party's third-party Agreementors, licensors, or suppliers. The GET SCALED Services, Documentation, release notes, collateral materials, operating instructions, and any information related to system performance provided by GET SCALED will be considered Confidential Information of GET SCALED. All Customer Data will be considered Confidential Information of Customer.
4. "Content" means information, data, templates, text, software, music, sound, photographs, graphics, video messages or other material provided to Customers by GET SCALED through the Subscription Services. Content excludes Customer Data.
5. "Customer Data" means all information and data, including Personal Data, in electronic form input or otherwise provided by Customer or its Users through use of the Subscription Services.
6. "Documentation" means descriptions, specifications, user instructions, release notes, manuals and on-line help files as updated by GET SCALED from time to time regarding the use of the Subscription Services, in the form generally made available by GET SCALED including, but not limited to, Content available on GET SCALED's customer portal.
7. "Effective Date" means the date as stated on the Order Form or the date of purchase of the Subscription Services by Customer.
8. "End Date" means the end date of the Subscription Services that may be detailed in an Order Form.
9. "Intellectual Property" means any and all intellectual property rights, recognised in any jurisdiction in the world, now or hereafter existing, and whether or not perfected, filed or recorded, including without limitation inventions, technology, patent rights (including patent applications and disclosures), copyrights, trade secrets, trademarks, service marks, trade dress, methodologies, procedures, processes, know-how, tools, utilities, techniques, various concepts, ideas, methods, models, templates, software, source code, algorithms, the generalised features of the structure, sequence and organisation of software, user interfaces and screen designs, general purpose consulting and software tools, utilities routines, operation of systems, and training methodology and materials, which GET SCALED has created, acquired or otherwise has rights in, and may, in connection with the performance of Subscription Services hereunder, create, employ, provide, modify, acquire or otherwise obtain rights in.
10. "Order Form" any document executed by the Parties for the provision of Subscription Services which incorporates, by reference, this Agreement.
11. "Personal Data" means any information that identifies an individual or household, including without limitation: name, address, telephone number, online identifier, social security number, drivers' license number, account number, location data or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of an individual.
12. "Subscription Term" means the term of the Subscription selected by the Customer upon checkout, or as stated in the Order Form.
13. "Subscription Service(s)" means the proprietary GET SCALED software or other products provided to Customer on a subscription basis pursuant to the terms and conditions of this Agreement.
14. "Subscription Service Plan" means the various plans that Customers can use to access the Subscription Services. Different Subscription Service Plans provide different feature sets and levels of access.
15. "Third-Party Products" means products, software, or services not provided or branded by GET SCALED.
16. "User(s)" means those named employees, Agreementors, and third-party end users authorised by Customer to use the Subscription Services in accordance with this Agreement.

2. THE SERVICES.

1. Grant of License. GET SCALED will grant Customer and its Users a personal, non-exclusive, non-transferable, worldwide license to (i) use the Subscription Services in accordance with the terms of this Agreement and the applicable Subscription Term, and subject to Customer's timely payment of Fees as per clause 6.1 of this Agreement.
2. Environment. GET SCALED will provide Customer online access to the Subscription Services via the internet using the latest version of then-current industry standard browsers. The Subscription Service will be hosted on a server maintained by GET SCALED or its designated third-party supplier. Customer is solely responsible for equipment and communication means for accessing and utilising the Subscription Services. Customer is solely responsible for obtaining all necessary rights and licenses for any third-party software or service that may interact with the Subscription Services.
3. Security and Access Control. As part of the Subscription Services, GET SCALED will implement reasonable and appropriate security procedures to protect Customer Data from unauthorised access by physical and electronic intrusion. GET SCALED will not, under any circumstances, be responsible or liable to Customer or any third party for
   1. the removal of Customer Data; or
   2. any unauthorised access by third parties caused through illegal or illicit means by way of Customer's network or Customer's provision of credentials. GET SCALED will promptly report to Customer any unauthorised access upon discovery by GET SCALED.
4. Support Services. GET SCALED will provide support for the Subscription Services as specified in Exhibit A.
5. Cooperation. Access to Customer's internal network by GET SCALED personnel is not usually required for the Services. If access is necessary, GET SCALED will notify Customer in advance and follow Customer's reasonable written policies provided to GET SCALED prior to accessing any of Customer's internal networks. Customer will cooperate with GET SCALED and provide access to:
   1. information, facilities, personnel and equipment as may be reasonably required by GET SCALED in order to provide the Services; or
   2. to determine actual usage by Customer.
6. Timely Decisions. GET SCALED's performance is dependent upon Customer's timely decisions, approvals, and other responsibilities.

3. USING THE SUBSCRIPTION SERVICES.

1. Acceptable Use Policy. GET SCALED does not monitor Customer, its Users or communications, Content and data, transmitted through the Services, and GET SCALED will not be responsible for such Content in violation of GET SCALED's Acceptable Use Policy.
2. Customer Security Obligations. Customer and any third party of Customer will not intentionally:
   1. breach or attempt to breach the security of the Subscription Services or any network, servers, data, computers or other hardware relating to or used in connection with the Subscription Services, or any third party that is hosting or interfacing with any part of the Subscription Services, including any penetration tests or vulnerability scans not authorised in advance by GET SCALED; or
   2. use or distribute through the Subscription Services any software, files or other tools or devices designed to interfere with or compromise the privacy, security or use of the Subscription Services or the operations or assets of any other customer of GET SCALED or any third party.
3. Customer Data. Customer is solely responsible and liable for the legality, reliability, integrity, and accuracy of Customer Data and any obligation to obtain required consents or authorisations.
4. No Liability for Customer's Procedures. GET SCALED makes no attempt to determine or advise as to whether Customer's procedures comply with any statutory or regulatory requirements. Customer expressly waives all claims and holds GET SCALED harmless for the implementation of Customer's procedures.
5. Training. Customer will ensure all Users receive training to effectively use the Subscription Services. Support may not be used as a substitute for User training. GET SCALED may require that Customer obtain additional training in the event Customer's Support requests are excessive, as determined by GET SCALED in its sole discretion.
6. Compliance with Laws. Each Party will abide by all applicable local, state, national and foreign laws, treaties and regulations.

4. LIMITED RIGHTS AND OWNERSHIP.

1. Limited Rights. The rights of Customer to use the Subscription Services are limited to fulfilling Customer's own internal business needs and will terminate automatically upon the termination of this Agreement. There are no implied licenses and GET SCALED hereby reserves all rights not expressly granted to Customer under this Agreement. Without limiting the generality of the foregoing, Customer may not itself, or through any Affiliate, employee, or other third party:
   1. sell, distribute, license in whole or in part, the Subscription Services;
   2. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services;
   3. use the Services to develop a competing product or service;
   4. use automated systems (e.g., bots, spiders, scripts) to access the Services in a manner that sends more request messages than a human can reasonably produce;
   5. copy, modify, or create derivative works of the Services;
   6. alter or remove any proprietary or Intellectual Property notices from the Services;
   7. create Internet links to or from the Subscription Service,
   8. "frame" or "mirror" any Content,
   9. use the Services to provide processing services to third parties (other than Customer's Affiliates), or otherwise use the same on a 'service bureau' basis;
   10. use the Services in conjunction with third-party software to which Customer does not have the necessary license(s);
   11. disclose or publish, without GET SCALED's prior written consent, performance or capacity statistics or the results of any benchmark test performed on the Services;
   12. otherwise use or copy the Services except as expressly permitted herein.
2. GET SCALED Ownership. The Services, Documentation, and all equipment, infrastructure, websites and other materials provided by GET SCALED and all Intellectual Property embodied therein will at all times remain the exclusive property of GET SCALED. Unless expressly granted in this Agreement, Customer does not acquire any right, title, or interest in or to such GET SCALED Services, equipment, infrastructure, websites, materials, or any other GET SCALED Intellectual Property. All rights, title and interest in or to any GET SCALED Intellectual Property not expressly granted to Customer are reserved by GET SCALED.
3. Customer Ownership. Customer will at all times retain ownership of Customer Data.
4. Usage Statistics. GET SCALED may use Customer usage and performance statistics to improve platform performance, provided that no individual User can be identified either directly or indirectly.

5. CONFIDENTIALITY.

1. 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 (but in no event less than reasonable care) to protect the Confidential Information of the Disclosing Party. The Receiving Party will: (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (ii) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its, and its Affiliates', employees, consultants, Agreementors and agents who need such access for purposes consistent with permitted use of such Confidential Information under the Agreement and who have confidentiality obligations with the Receiving Party containing protections of the Disclosing Party's Confidential Information no less stringent than those provided herein. Neither Party will disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other Party's prior written consent. The Receiving Party will be liable to the same extent that it would have been had it disclosed or used the Confidential Information itself for the actions of its Affiliates and its and their respective employees, consultants, Agreementors and agents in violation of this Section 5.0.
2. Exceptions. The confidentiality obligations herein will not extend to information that:
   1. was already known by or available to the Receiving Party, or rightfully received without obligation of confidentiality prior to disclosure under this Agreement;
   2. is or becomes publicly known without breach by the Receiving Party;
   3. is independently developed or learned by the Receiving Party without use of the Disclosing Party's Confidential Information;
   4. is disclosed by the Receiving Party with the Disclosing Party's prior written approval, or
   5. is required to be disclosed pursuant to a lawful order of a governmental authority, so long as the Receiving Party provides the Disclosing Party with timely prior notice of such requirement and provided that such information will remain confidential for all other purposes under this Agreement.
3. Period of Obligation. The Receiving Party's obligation of confidentiality will be for a period of five (5) years after the date of disclosure or the termination of this Agreement, whichever is longer, provided, however, that the Receiving Party's obligation of confidentiality with respect to the trade secrets of the Disclosing Party will continue indefinitely.
4. Remedies. Each Party acknowledges that a Disclosing Party will suffer irreparable damage in the event of any material breach of the provisions of this Section 5.0. Accordingly, a Disclosing Party will be entitled to injunctive relief, as well as any other applicable remedies at law or in equity, against the Receiving Party.
5. Return. Upon the termination of this Agreement or upon the written request of the Disclosing Party, the Receiving Party will destroy or return to the Disclosing Party all originals or copies of Confidential Information of the Disclosing Party and all derivatives thereof and, in the case of destruction, certify such destruction in writing.
6. Suspension of Access. GET SCALED may suspend Customer's access to the Services immediately upon notice if
   1. Customer breaches this Agreement,
   2. GET SCALED reasonably suspects fraudulent, abusive, or unlawful activity, or
   3. suspension is necessary to prevent harm to GET SCALED's infrastructure or data. No refunds will be provided during any period of suspension. Suspension shall not limit GET SCALED's right to terminate this Agreement under Section 5.1.
7. Publicity Rights. Customer grants GET SCALED the right to use its name and logo on GET SCALED's website and in marketing materials to identify Customer, unless Customer opts out by notifying GET SCALED in writing.

6. FEES AND PAYMENTS.

1. Fees. Customer will pay GET SCALED for the Fees for the Subscription Services (or Credits, as defined below) either upon checkout, or in line with the terms of the agreed Order Form, and thereafter, at such intervals in accordance with Customer's selected plan at checkout ("Fees"). Fees for plans listed above do not include the cost of equipment and internet access enabling use of the Services, the costs of which shall be borne by Customer. All Fees are due in advance of each Subscription Term. Payment may be made by credit card, direct debit, or other means that may be agreed between the Parties. Customer authorises GET SCALED to charge the credit card or bank account Customer provides to GET SCALED for any and all costs and amounts that Customer owes GET SCALED for the Services, at the time such amounts are due, or in line with the terms of any agreed Order Form. In the event Customer exceeds the number of transactions for which applicable Fees have been paid, Customer will be invoiced for such overage in accordance with the then-current overage fee rates in arrears. GET SCALED may increase the applicable Fees upon the commencement of any renewal Subscription Term.
2. Pro-rata Fees from Subscription Service Plan changes. If Customer changes to either a more or less costly Subscription Service Plan mid-billing cycle, the new rate will apply immediately, and any charge or credit will be pro-rated for the remainder of the billing period. No refunds are provided for downgrades. Customer is responsible for managing its plan level through the billing interface.
3. Credits. From time to time, the Customer may receive or purchase credits ("Credits") for use within the GET SCALED platform. Credits may be provided as part of a promotional offer, membership, or subscription, or may be purchased directly by the Customer in exchange for applicable fees.
   1. Credits represent prepaid access to certain features, services, or usage within the GET SCALED platform.Unless otherwise specified at the time of receipt or purchase, Credits must be used during the applicable subscription term in which they were issued.
   2. If the Customer renews their subscription, unused Credits may roll over into the next subscription term, but only up to two consecutive terms. Any Credits not used within that period will automatically expire and be forfeited.
   3. Credits have no cash or monetary value, are non-refundable, and may not be resold, transferred, traded, redeemed for cash, or applied to any other account or subscription, except as required by law.
   4. If this Agreement is terminated, or if the Customer cancels their subscription or ceases use of the GET SCALED platform, any remaining unused Credits will be forfeited.
   5. GET SCALED may update the terms governing Credits at any time without prior notice. The value or functionality that Credits confer is not tied to a fixed monetary amount and may be adjusted at GET SCALED's sole discretion.
4. No Refunds. All fees paid under this Agreement are strictly non-refundable and non-cancellable. The Customer acknowledges and agrees that GET SCALED will not issue any refunds, reimbursements, or credits of any kind — including but not limited to partial, prorated, promotional, or discounted refunds — regardless of whether the GET SCALED platform or services are used, unused, or terminated early by the Customer. This no-refund policy applies to all subscription plans, purchased Credits, and any additional or optional services, including but not limited to managed recruitment support, AI screening features, onboarding tools, or custom service add-ons. For clarity, this no-refund policy applies to all subscription fees, add-ons, Credits, unused portions of a subscription period, and any one-time services. Refunds will only be provided where required by applicable law.
5. Suspension and Late Payments. If Customer is thirty days late paying any undisputed amounts due hereunder, without prejudice to its other rights, GET SCALED reserves the right to suspend or terminate this Agreement and Customer's access to the Subscription Services after thirty days' written notice to Customer. In the event of a late payment of an invoice, GET SCALED would provide Customer with a warning. If the invoice remains unpaid for a period of three working days after receipt of the warning, interest of 1.5% per month will be applied on any outstanding balance, or the maximum permitted by law, whichever is less. GET SCALED reserves the right to impose a reconnection fee based on actual cost to GET SCALED in the event Customer's access is suspended.
6. Taxes. Fees do not include taxes, levies, duties, or similar governmental assessments of any nature. Customer is responsible for paying all taxes associated with its purchases, excluding taxes based on GET SCALED's net income.

7. WARRANTIES, WARRANTY DISCLAIMERS, AND INDEMNITIES.

1. General Warranty. Each Party hereby represents and warrants to the other Party that:
   1. such Party will comply in all material respects with all applicable laws;
   2. such Party will use commercially reasonable virus detection software and procedures to minimise the risk of transmitting any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or information (and Customer acknowledges that GET SCALED or its hosting service provider may remove any Content that violates this Section 7.1(ii));
   3. such Party has the right, power and authority to enter into this Agreement and to fully perform all its obligations hereunder;
   4. the making of this Agreement does not violate any Agreement existing between such Party and any third party.
2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, GET SCALED MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE, WITH RESPECT TO THE SERVICES, OR ANYTHING ELSE, AND GET SCALED HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEROPERABILITY, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, GET SCALED DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. GET SCALED DOES NOT WARRANT THAT SERVICES PROVIDED HEREUNDER WILL BE COMPATIBLE WITH FUTURE PRODUCTS OF GET SCALED OR FUTURE VERSIONS OF THIRD-PARTY PRODUCTS.
3. Guidance. GET SCALED provides Applicant Tracking Software ("the ATS"); however, the final decision regarding the selection or engagement of any candidate that Customer may hire using the ATS remains solely with the Customer. GET SCALED does not assume responsibility for the ultimate hiring decision or the performance of any selected individual. We strongly recommend that Customers conduct their own independent evaluations, background checks, interviews, and other due diligence processes to ensure the suitability of a candidate for their specific needs and organisational culture.
4. Interruption. GET SCALED does not warrant uninterrupted or error-free operation of the Services or that GET SCALED will correct all defects in respect of the software except as otherwise provided for under this Agreement.
5. GET SCALED Indemnity. GET SCALED will defend or settle any third-party claim against Customer arising out of or resulting from:
   1. the gross negligence or willful misconduct of GET SCALED;
   2. for a claim of Intellectual Property infringement as provided under Section 7.5 (i) above, Customer must: (a) promptly notify GET SCALED of the claim in writing; (b) cooperate fully with GET SCALED in the defense of the claim; and (c) grant GET SCALED sole control of the defense and settlement of the claim. If such a claim appears likely then GET SCALED may (1) modify the GET SCALED Software; (2) procure any necessary license; or (3) replace the Subscription Services with software that is at least functionally equivalent. If GET SCALED determines that none of these alternatives is reasonably available, then GET SCALED will provide Customer with a refund equal to the Subscription Services Fees prepaid by Customer. Notwithstanding the foregoing, GET SCALED has no obligation for any claim of infringement arising from: (A) GET SCALED's compliance with designs, specifications, instructions or technical information of Customer or a third party on behalf of Customer; (B) modifications made by Customer or a third party on behalf of Customer; (C) Customer's non-compliance with the Documentation; or (D) Customer's use of the Subscription Services with products or services that are not supplied by GET SCALED or referenced in the Documentation. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE PROVISIONS OF THIS SECTION 7.3 STATE GET SCALED'S ENTIRE LIABILITY AND OBLIGATION, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, WHETHER EXPRESS OR IMPLIED.
6. Use of Aggregated Data. GET SCALED may collect and use aggregated and anonymised data derived from Customer's use of the Services to operate, analyse, improve, and support the Services. Such data will not identify Customer or any individual and shall not be considered Customer Data.
7. Customer Indemnity. Customer will defend or settle any third-party claim against GET SCALED arising out of or resulting from: (i) Customer's misuse of the Subscription Services in violation of the Agreement; (ii) the gross negligence or willful misconduct of Customer. Customer will pay Customer-negotiated settlement amounts, court-awarded damages, fines and penalties imposed by any governmental authority, and any costs of complying with any consumer notification, credit monitoring, privacy audit, Remediation, or similar obligation under any data protection or privacy law, subject to Section 5.4 herein.
8. Indemnification Procedure. Neither Party, absent the written consent of the indemnified Party (which will not be unreasonably withheld), will consent to the entry of any judgment or the imposition of any fine or penalty or enter into any settlement that: (A) provides for admission of liability on the part of the indemnified Party, or any relief against the indemnified Party other than the payment of monetary damages for which the indemnifying Party will be solely liable; or (B) does not release the indemnified Party from all liability in respect thereof.

8. LIABILITY LIMITATIONS.

1. Limitation of Liability. Except for GET SCALED's indemnification and confidentiality obligations herein, and to the maximum extent permitted by applicable law, GET SCALED's total aggregate liability to Customer under this Agreement is limited to the amounts actually paid or payable by Customer in the one-year period immediately preceding the date on which the cause of action giving rise to such liability arose.
2. Disclaimer of Consequential Damages. Except for such party's indemnification obligations herein, in no event will either party be liable for any indirect, special, exemplary, punitive, incidental, or consequential costs or damages (including, without limitation, downtime costs, lost business, revenues or profits, failure to realise expected savings, additional license Fees due to Customer's use of the services with third-party software, loss of or damage to data, or software restoration), whether or not such party has been advised of the possibility of such costs or damages.
3. Limitations and Delays. Customer acknowledges and agrees that the subscription services provided by GET SCALED hereunder, including access to the subscription services, may be subject to limitations, delays, and other problems outside the control of GET SCALED but inherent in the use of the internet, electronic communications, and remote computing services. GET SCALED is not responsible for any damages resulting from such delays or problems.
4. Failure of Essential Purpose. The parties acknowledge that the limitations of liability specified in this Section 8.0 (Liability Limitations) were integral to the determination of the amounts charged by GET SCALED and that, absent such limitations, such amounts would be substantially greater by necessity. The limitations specified in this Section 8.0 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose, whether the claim is based on breach of Agreement, tort (including negligence), misrepresentation, product liability, or otherwise.

9. TERM AND TERMINATION.

1. Agreement Term. The term of this Agreement will commence on the Effective Date and will continue in full force and effect until the expiration or termination of all Subscription Terms.
2. Renewal. Unless otherwise specified at the time of initial subscription, the Customer's subscription to the GET SCALED Services will automatically renew at the end of each Subscription Term (monthly or annual, as applicable) for a successive renewal term of equal duration, unless either party provides written notice of non-renewal prior to the end of the Subscription Term, or unless an End Date is detailed in the Order Form.
   1. The applicable Fees for any renewal term will be based on GET SCALED's then-current pricing unless otherwise agreed in writing. The Customer authorises GET SCALED to automatically charge the Customer's designated payment method for each renewal term unless timely notice of non-renewal has been provided.
   2. Notice of non-renewal must be sent via email to support@getscaled.io or submitted through any cancellation feature available within the Customer's GET SCALED account portal.
3. Effect of Termination. Upon request by Customer, GET SCALED will provide a copy of Customer's Data in an electronically readable format within thirty days of expiration or termination of any Subscription Term. Customer Data will be destroyed within thirty days thereafter.
4. Default. If either Party defaults in the performance of any of its material obligations hereunder, that Party will use its reasonable efforts to correct the default within thirty days (or such additional time as the Parties may Agree) after written notice of default from the other Party. If the default cannot be, or is not, corrected within such thirty day period, then the non-defaulting Party will have the right, in addition to any other remedies, to terminate this Agreement by giving written notice of termination to the Party in default.
5. Termination for Insolvency. If either Party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned for the benefit of creditors, the other Party may terminate this Agreement without notice and may cancel any unfilled obligations.
6. Survival. Notwithstanding any other provision of this Agreement, Sections 1.0, Definitions, 4.0, Limited Rights and Ownership, 5.0, Confidentiality, 6.0, Fees and Payments, 7.0, Warranty, Warranty Disclaimers, and Indemnities, 8.0, Liability Limitations, 9.0, Term and Termination and 10.0, Miscellaneous will survive the termination of this Agreement and will continue unless such provisions expire or terminate by their terms.

10. MISCELLANEOUS.

1. Governing Law. This Agreement will be governed by the laws of England and Wales. Each Party consents to the jurisdiction and venue of the Courts of England and Wales.
2. Notices. All notices, requests, demands, waivers, and other communications required or permitted hereunder will be in writing and will be deemed to have been duly given:
   1. when delivered by hand or confirmed facsimile transmission;
   2. when delivered by electronic mail, provided that a copy of such notice, request, demand, waiver, or other communication is sent on the same day as the date of the electronic mail transmission by one of the other methods specified in this Section 10.2, Notices;
   3. when delivered by a reputable overnight delivery service;
   4. when delivered by certified or registered mail, return receipt requested, with postage prepaid, to the address set forth below.
3. Force Majeure. Neither Party will be liable for any failure, deficiency or delay in the performance of its obligations under this Agreement due to any force majeure, which includes but is not limited to, any storm, flood, fire, explosion, electrical or communication line failure, disturbance, war or military action, pandemic, government act or administrative delay, equipment failure or non-delivery, inability to obtain materials or any cause or matter whatsoever not within the reasonable control of the Parties. In the event of such a force majeure, the affected Party will be entitled to a reasonable extension of time for the performance of its obligations under this Agreement.
4. Independent Agreementors. The Parties are independent Agreementors. Nothing contained in this Agreement will constitute either Party the agent of the other Party for any purpose or in any sense whatsoever or constitute the Parties as partners or joint venturers. Neither Party has any authority to bind the other Party or make any representations on behalf of the other Party.
5. Assignment. Except where the assignment is to:
   1. an Affiliate;
   2. a purchaser of all or substantially all of such party's assets;
   3. to any successor by way of merger, consolidation or similar transaction, neither Party may assign this Agreement without the prior written consent of the other Party, which will not be unreasonably withheld. Any other attempted assignment without the consent of the other Party will be considered void and of no effect.
6. No Third-Party Beneficiaries. This Agreement is for the benefit of the Parties and their successors and permitted assigns and does not confer any rights or benefits on any third party, including any employee of a party, any client of a party, or any employee of a client of a party.
7. No Waiver. The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either Party to enforce each and every such provision thereafter. The express waiver by either Party of any provision, condition or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
8. Severability. If, for any reason, a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision of the Agreement will be enforced to the maximum extent permissible so as to give effect to the intent of the Parties, and the remainder of this Agreement will continue in full force and effect. The Parties Agree to negotiate an enforceable substitute provision in good faith for any invalid or unenforceable provision that most nearly achieves the intent and economic effect of such provision.
9. Expenses. Except as otherwise provided herein, each Party will pay its own expenses incurred in connection with this Agreement and its performance hereunder; provided, however, that if any suit or other proceeding is brought for the enforcement or interpretation of this Agreement or because of any alleged dispute, breach, default or misrepresentation hereunder, the successful or prevailing Party will be entitled to recover from the other Party its reasonable attorneys' Fees and other expenses incurred in connection therewith.
10. Sub-processors. GET SCALED will remain fully liable to Customer for any Sub-processors GET SCALED may use to provide Services hereunder. Customer will ensure that Customer, its Affiliates', employees, consultants, Agreementors, and agents will not bring any action or claim against any subAgreementor under this Agreement.
11. Exhibits. The following documents are attached as exhibits and made a part of this Agreement: GET SCALED Support Addendum (Exhibit A), GET SCALED Data Protection Addendum (Exhibit B).
12. Cumulative Remedies. Except as provided in the Agreement that a remedy will be the sole and exclusive remedy, the rights and remedies of the Parties in this Agreement are not exclusive of but are cumulative as to any rights or remedies now existing or subsequently existing in law or equity.
13. Entire Agreement. The Agreement and all other documents referenced herein constitute the entire Agreement between the Parties with respect to the subject matter hereof and supersedes all previous and contemporaneous agreements and understandings, whether oral or written, between the Parties with respect to the subject matter hereof.
14. Survival. Sections relating to confidentiality, fees, proprietary rights, indemnification, limitations of liability, governing law, dispute resolution, and any other provisions which by their nature should survive termination shall so survive.