Terms of Service

These Terms of Service are a contract. Please read them carefully. They set out what NOWScale provides, what you agree to do, how billing works, and how disputes are handled.

1. Agreement and acceptance

These Terms of Service (the "Terms") form a binding agreement between NOWScale LLC ("NOWScale", "we", "us" or "our") and the person or organization that registers for or uses the NOWScale platform ("you", "your" or "Customer"). The platform, together with our websites, applications, APIs, webhooks, documentation and related services, is referred to as the "Service".

You accept these Terms by creating an account, clicking a button indicating acceptance, executing an order form or other document that references these Terms, or by accessing or using the Service. If you do not agree, do not use the Service.

If you are entering into these Terms on behalf of a company, employer, client or other organization, you represent that you have the authority to bind that organization, and "you" refers to that organization. If you lack that authority, you must not accept these Terms or use the Service on that organization's behalf.

You must be at least 16 years old to hold an account. If the law where you live sets a higher minimum age for entering into a contract or for consenting to the processing of personal data, that higher age applies to you. The Service is designed for business and professional use and is not directed to children.

Certain features are governed by additional documents incorporated into these Terms by reference: the Acceptable Use Policy, the Privacy Policy and the Cookie Policy. Where a signed order form conflicts with these Terms, the order form controls for that conflict only.

2. Definitions

• Account: the credentialed identity used by an individual to sign in to the Service.
• Workspace: a container within the Service that holds Customer Content, Connected Accounts, settings, billing arrangements and Users. A Customer may operate one or more Workspaces.
• User: an individual authorised by you to access a Workspace, including your employees, contractors, agency staff and clients.
• Customer Content: video, audio, images, text, captions, titles, thumbnails, metadata, brand assets and other material you or your Users upload to, generate within, or transmit through the Service.
• Connected Account: a third-party social media, advertising or analytics account that you authorise the Service to access on your behalf.
• Third-Party Platform: the operator of a Connected Account, such as YouTube, TikTok, Instagram, Facebook, Threads, X, Pinterest, LinkedIn, Snapchat, Reddit, Bluesky, Mastodon, Telegram, Discord, Twitch or Google Business Profile, or an advertising network such as Meta, Google Ads or TikTok. Support and available capabilities differ by platform, and the Service shows which platforms you can connect.
• Output: material produced by the Service's automated or AI-assisted features, including generated captions, titles, images, thumbnails, metadata suggestions and draft comment replies.
• Subscription Term: the monthly or annual period for which you have purchased access, as shown at checkout or on your order form.
• Documentation: the technical and product documentation we make generally available for the Service.

3. The Service

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your Subscription Term for your internal business purposes, or for the purposes of clients you serve where your plan permits agency use.

3.1 What the Service does

Depending on your plan, the Service may allow you to:

• connect accounts on supported Third-Party Platforms and manage them from one place;
• upload and organize content, prepare supported formats and edit the fields available for each publishing destination;
• schedule and publish content to Connected Accounts;
• organize content in Projects and collaborate in Workspaces using the roles and permissions available to your plan;
• view analytics provided by supported Connected Accounts, including reports from the ad accounts you connect, subject to the data and permissions each platform makes available;
• manage the ad accounts you connect, including pausing and reactivating campaigns and ads, editing budgets and creating campaigns;
• research YouTube videos, channels, thumbnails and search topics;
• use AI-assisted text and image creation, YouTube metadata suggestions and tools for drafting comment replies;
• read and answer comments from connected channels and moderate them, yourself or automatically under rules you set.

Research and SEO tools are more extensive for YouTube. A connection to one platform does not imply that every feature is available for it. Some publishing flows require a final action in the platform itself, including completing an upload delivered to the TikTok inbox.

3.2 Workspaces and roles

Workspace administrators control who is invited, what role each User holds and which Projects and Connected Accounts they may access. Available roles and permissions are collaboration tools; they are not a substitute for your own internal controls, and you remain responsible for everything published from your Workspace regardless of which User initiated it.

3.3 Restrictions

You must not, and must not permit any User or third party to:

• resell, sublicense, rent, timeshare or operate the Service as a service bureau except as expressly permitted by your plan;
• copy, modify, translate or create derivative works of the Service;
• reverse engineer, decompile or attempt to derive source code or underlying models, except where such a restriction is prohibited by applicable law;
• use the Service to build or train a competing product, or to benchmark it for publication without our prior written consent;
• remove or obscure proprietary notices, or circumvent any technical limitation, quota or access control;
• use the Service in violation of the Acceptable Use Policy.

4. Accounts and security

You must provide accurate registration information and keep it current. You are responsible for maintaining the confidentiality of credentials, API keys and access tokens associated with your Account and Workspaces, and for all activity that occurs under them, whether or not authorised by you.

You are responsible for the acts and omissions of your Users as if they were your own, including their compliance with these Terms and the Acceptable Use Policy. You must promptly remove access for Users who leave your organization or whose access is no longer appropriate.

We encourage the use of multi-factor authentication where offered. If you suspect unauthorised access to your Account, Workspace or API credentials, notify us without undue delay at support@nowscale.com and rotate the affected credentials.

5. Plans, billing and renewal

In short: paid subscriptions renew automatically until cancelled, included Tokens do not roll over, and purchased Extra Usage Tokens never expire. The operative text below governs.

5.1 Free and paid plans

Each Workspace uses the Free plan or a paid plan, such as Creator, Pro, Business or Agency. Free includes a limited Token allowance whose configured period begins on first Token use. Paid plans include a larger allowance for each Subscription Term, the features of that plan and the limits described in section 5.8. The price, allowance and billing frequency shown at checkout form part of your order. Fees for paid plans are charged in advance. You authorise us and our payment processors to charge your designated payment method for amounts due under that order.

5.2 Automatic renewal

Your subscription renews automatically at the end of each Subscription Term for a further term of the same length, at the then-current rate for your plan, unless you cancel before the renewal date. You may cancel at any time from your billing settings or by contacting support@nowscale.com.

5.3 Price changes

We may change prices. For monthly plans, a change takes effect at the start of the next monthly term after we give notice. For annual plans, a change takes effect at the start of the next annual term. We will give reasonable advance notice by email or in-product notice: at least thirty (30) days unless a shorter period is required to comply with law or with a change in third-party costs. If you do not accept a price change, your remedy is to cancel before it takes effect.

5.4 Cancellation and effect

Cancellation schedules the subscription to end at the close of the current Subscription Term and stops future renewals. You retain paid access until that date. A Personal Workspace then moves to Free; a Business Workspace without another paid entitlement becomes read-only. To protect continuity while payment and subscription events are being reconciled, paid access may remain active for an operational fallback period of up to twenty-four (24) hours. Affected customer files are quarantined at the end of paid access and may be restored if an eligible paid entitlement begins before the quarantine ends. Physical deletion may begin fourteen (14) days later. Operational account data and legally required records are not part of this automated file cleanup. We will identify affected files before cleanup where reasonably practicable.

5.5 Tokens and allowance renewal

Tokens are usage credits for metered actions in the Service. They are not money, have no redeemable cash value, and may not be sold, transferred or redeemed. One hundred (100) Tokens represent one United States dollar ($1 USD) of usage value. The Token cost of an action may vary by feature and workload and is shown before authorization. Variable work reserves the displayed maximum and releases any unused amount. Unused included Tokens do not roll over and are replaced when their applicable period renews, monthly for paid plans, including annual subscriptions. Free allowances renew after the configured allowance period, measured from the first use in each cycle.

5.6 Extra Usage

Workspaces may buy Extra Usage manually in advance without a paid plan. Purchased Extra Usage Tokens never expire. Metered actions use included allowance first, then eligible grants, then available Extra Usage. Enabling Extra Usage also authorizes eligible background AI reply drafts to use purchased Tokens after included Tokens run out. AI Replies uses Tokens when it checks a comment with AI or writes a draft; those Tokens are used whether the reply is later edited, sent, discarded, or held because a daily limit was reached. Sending replies and moderating comments use no Tokens. The same action costs the same Tokens from either source. A configured spending limit persists until changed and resets with the monthly Token cycle, or a UTC calendar month where no monthly allowance applies. Amounts already used or reserved for an action are not refundable. A billing manager may enable Auto Reload and authorize NOWScale to charge a reusable saved payment method when the balance falls below the selected threshold. The reload amount and purchase limit per cycle are shown before authorization. This purchase limit is separate from the Extra Usage spending limit, and pending purchases count toward it. Auto Reload can be changed or disabled at any time in Billing settings. Failed charges may pause Auto Reload until the payment method is repaired. Eligible unused purchases may be submitted for review through the available refund-request flow. Any approved refund, refund required by applicable law, or correction of a billing error is returned to the original payment method.

5.7 Feature access and usage display

Free and paid plans may provide different feature access. Usage is displayed as Tokens remaining out of the applicable allowance, with used and reserved amounts and the reset date. Purchased Tokens are shown separately with their monetary equivalent. Before a metered action, the Service shows its Token cost or maximum reservation and applicable funding sources. When no allowance or Extra Usage remains, we may block the action until the next renewal or an eligible Extra Usage purchase.

5.8 Plan limits

Each plan includes usage limits, such as the number of active Projects, publications in a period and daily comment actions. The limits of each plan are shown on the Pricing and Upgrade pages and form part of your order. Limits apply to the whole Workspace. A comment action is each reply, hide, rejection or ban sent to a Connected Account from AI Replies or the Comments inbox, and the daily count resets at midnight Pacific time. Any lower daily limit you set for a channel also applies.

When a limit is reached, further actions of that kind are not carried out until it resets. Depending on the action, we hold it and try again after the reset while it remains eligible, or show that it was not completed. You can still act directly on the Third-Party Platform.

A plan limit is a maximum, not a guaranteed volume. Replies and moderation on YouTube use an API quota that Google grants to NOWScale and that all customers share, and other platforms set their own limits. To stay within them we may delay or pause actions for some or all Workspaces before your plan limit is reached. This is not a breach of these Terms and does not entitle you to a refund. Where a plan shows a limit as unlimited, the plan sets no limit of its own; channel limits, the Acceptable Use Policy and Third-Party Platform limits still apply.

We may change plan limits. An increase may apply at once. A reduction applies to the Free plan when we publish it, and to a paid subscription from its next renewal after we notify you. Enterprise and other custom limits are set by your order form.

5.9 Taxes

Displayed local-currency amounts may be estimates based on a recent exchange rate. The checkout currency and amount are locked when the checkout session is created. Fees may exclude sales, use, VAT, GST, withholding and similar taxes, excluding taxes based on our net income. If we are required to collect a tax, it will be calculated and shown at checkout or added to your invoice. If you are exempt, provide valid documentation before the charge is applied.

5.10 Late or failed payment

If a charge fails, we may retry it and may suspend access to the Service until payment is resolved. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and we may recover reasonable costs of collection.

5.11 Free trials and automatic renewal

When a free trial is offered, it applies to an eligible Personal plan and lasts for the period shown at checkout. Each person, Workspace and payment method can use one trial, and only if it has not had paid, trial, complimentary or Enterprise access before.

• Before you enter a card, checkout shows the plan, the trial length, the monthly price after the trial and the date the paid plan is expected to start. A card is required and nothing is charged when the trial starts.
• After you save the card, you review the exact amount and date of the first charge and separately authorize automatic renewal. Trial access begins only after that authorization, and if you decline, no trial starts and nothing is charged. We email you the accepted terms.
• When the trial ends, it converts to a monthly paid subscription. We charge the saved card the amount shown, plus applicable taxes, and then every month until you cancel, as described in section 5.2. We email you a reminder during the last seven (7) days of the trial.
• To cancel, go to Settings > Billing and manage your plan at any time before the trial ends. Cancelling prevents the first charge, and you keep trial access until the original end date.
• During the trial, the plan’s included Tokens are prorated to the trial length. You can buy Extra Usage manually, but Auto Reload is not available.

6. Customer Content

You retain all ownership of Customer Content. Nothing in these Terms transfers ownership of your videos, captions, brand assets or other material to us.

You grant NOWScale a worldwide, non-exclusive, royalty-free licence to host, store, copy, cache, transcode, reformat, adapt, translate, caption, index, analyse, display and transmit Customer Content solely to operate, secure and support the Service for you, including generating the platform-specific renditions you request and delivering content to the Connected Accounts you designate. This licence extends to our service providers only to the extent needed to perform those functions, and it ends when the relevant Customer Content is deleted from the Service, subject to routine backup cycles.

You represent and warrant that, for all Customer Content:

• you own it or hold all rights, licences and permissions necessary to use it and to grant the licence above;
• you have obtained any required releases from individuals appearing or audible in it, and any required clearances for music, footage, fonts, trademarks and other third-party material;
• its publication through the Service will not infringe any intellectual property, privacy, publicity or other right, and will not violate any law or the rules of any Third-Party Platform;
• any advertising, sponsorship or affiliate relationship reflected in it is disclosed as required by applicable advertising and consumer protection rules.

We do not routinely review Customer Content, but we may remove or restrict content that we reasonably believe violates these Terms, the Acceptable Use Policy, applicable law, or a Third-Party Platform's rules. Copyright complaints may be sent to support@nowscale.com and are reviewed promptly.

7. Connected accounts and third-party platforms

When you connect an account, you authorise NOWScale to access that account and to create, schedule, publish, edit, retrieve or delete content and read metrics on your behalf, within the scopes you approve. You may revoke this authorisation at any time by disconnecting the account in the Service or in the Third-Party Platform's own settings.

You represent that you are authorised to connect each account and to publish to it. Your relationship with each Third-Party Platform is governed by that platform's own terms and policies, which apply independently of these Terms and which you are responsible for following.

Third-Party Platforms control their own APIs. They may change, degrade, rate-limit, suspend or withdraw API access, alter available metrics, or change what content formats they accept, at any time and without notice to us. Any of these events may reduce or remove functionality in the Service. We are not responsible for a Third-Party Platform's decisions, including any decision to remove your content, restrict your account or withhold monetisation.

NOWScale is not affiliated with, endorsed by, or sponsored by any Third-Party Platform. Platform names and marks belong to their respective owners and are used only to identify interoperability. Your use of each integration is also subject to the applicable Third-Party Platform's own terms.

YouTube. NOWScale uses YouTube API Services. By connecting a YouTube channel, you agree to be bound by the YouTube Terms of Service. Google’s handling of your data is described in the Google Privacy Policy. You can revoke NOWScale’s access to your YouTube data at any time from the Google security settings page. Section 15 of our Privacy Policy explains how we handle YouTube data.

Comments. Where you use the Comments inbox or AI Replies, you also authorise us to post replies from your account, and to hide (hold for review) or reject comments and ban their authors on your channel. We do this when you or another User sends or approves an action, or automatically under the rules and delivery mode you set for a channel, including Send automatically. Every reply and moderation action carried out this way is made in your name, and you are responsible for it as if you had taken it yourself. You can change your rules, turn off automatic sending or pause all channels at any time.

Other networks. Sections 16 and 17 of our Privacy Policy explain what we read from each other network you connect, how long we keep it and how to revoke our access. On Bluesky and Mastodon, the rules of the server that hosts your account also apply.

Ad accounts. When you connect an ad account, you authorise NOWScale to read its reports and to make the changes and create the campaigns you request through the Service, such as pausing or reactivating campaigns and ads, editing budgets and creating campaigns. We act on an ad account only when you or another User instructs us through the Service, never on our own initiative. You confirm that you are authorised to view and manage each ad account you connect, including when you connect a client’s account as an agency. Section 18 of our Privacy Policy explains how we handle ad account data.

Advertiser responsibility. You are responsible for your campaigns and their budgets, for all ad spend, for the content of your ads, and for complying with each advertising network’s terms and advertising policies and with applicable law. Ad spend and related charges are billed by the network to the advertiser’s own payment method under the network’s terms; they are not fees under these Terms, and NOWScale does not refund them. Each network reviews ads and decides whether to approve, run, limit or reject them, and may restrict or suspend an ad account. To the maximum extent permitted by law, NOWScale is not liable for ad spend or for a network’s decisions about your ads or ad account.

8. Acceptable use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated into these Terms. It prohibits, among other things, artificial or inauthentic engagement, spam, impersonation, unauthorised publishing, and circumvention of Third-Party Platform rules. A breach of the Acceptable Use Policy is a breach of these Terms.

9. AI-assisted features

Plain English: our AI features make suggestions. Check them before you publish. If you let AI Replies send or moderate automatically, you are responsible for what it does.

Outputs are generated automatically and may be inaccurate, incomplete, outdated, biased, or unsuitable for your audience or industry. You are solely responsible for reviewing, editing and approving any Output before it is published, and for ensuring that published material complies with law, advertising rules, and the rules of each Third-Party Platform. Where you choose to have Output sent or applied without reviewing each item, such as AI Replies with Send automatically or rules that hide, reject or ban, you are responsible for the rules and settings you choose and for every reply and action carried out under them, and you accept that inaccurate Output may be published before you see it.

As between you and us, and subject to third-party rights in any inputs, you may use Outputs generated from your Customer Content for your own purposes. Outputs are produced statistically and may be similar to Outputs generated for other customers; we make no representation that an Output is unique or protectable.

We make no guarantee of reach, impressions, follower growth, engagement, monetisation or revenue arising from use of AI features or the Service generally. Recommendations such as best-time-to-post are probabilistic estimates, not predictions of outcome. Where we use third-party model providers to deliver these features, our handling of the data involved is described in the Privacy Policy and, for business customers, the Data Processing Addendum.

10. Analytics and revenue attribution

Analytics and attribution figures shown in the Service are estimates. They are assembled from data reported by Third-Party Platforms and by the analytics, advertising, commerce and payment sources you connect, and their accuracy depends on those sources, on your tracking configuration, and on factors outside our control such as consent choices, ad blockers, cross-device behaviour, platform sampling and retroactive restatements by a platform.

Figures may not reconcile with a platform's native reporting or with your accounting records, and should not be used as the sole basis for financial reporting, tax filings, or payments to creators or partners. Nothing in the Service is financial, investment, tax or legal advice.

11. Intellectual property

The Service, including its software, models, interfaces, Documentation and underlying technology, and all improvements to them, is owned by NOWScale LLC and its licensors and is protected by intellectual property law. Except for the limited rights expressly granted in these Terms, no rights are granted to you, whether by implication, estoppel or otherwise.

We may generate and use aggregated, de-identified statistics derived from use of the Service to operate, secure, analyse and improve it, provided such statistics do not identify you, your Users or your Customer Content.

11.1 Feedback

If you send us suggestions, feature requests or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit it without restriction or obligation to you. You are never required to provide feedback.

11.2 Marks and publicity

Neither party may use the other's name, logo or trademarks without prior written consent, except that we may identify you as a customer in customer lists and on our website unless you tell us not to by writing to support@nowscale.com. Any use of NOWScale marks must follow our published brand guidelines.

12. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. It includes our non-public pricing, roadmap, security documentation and unreleased features, and your non-public business plans and Customer Content.

The receiving party will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will limit access to personnel and advisers who need it and are bound by confidentiality obligations. These duties do not apply to information that is or becomes public without breach, was known without a duty of confidence before disclosure, is independently developed, or is rightfully received from a third party.

If compelled by law to disclose Confidential Information, the receiving party may do so, but will give reasonable advance notice where legally permitted so the disclosing party can seek protective treatment.

13. Privacy and data protection

Our handling of personal data is described in the Privacy Policy and the Cookie Policy, both incorporated into these Terms. Where we process personal data on your behalf as a processor or service provider (for example, audience data retrieved from Connected Accounts), we process it in accordance with our Privacy Policy and applicable data protection law.

You are responsible for having a lawful basis for the personal data you put into the Service and for providing any notices or obtaining any consents required from your own audiences, staff and clients. Privacy questions may be sent to support@nowscale.com; data protection enquiries may be sent to support@nowscale.com.

14. Availability, support and changes

We aim to provide a reliable Service and to publish material changes in advance where practical, but the Service is provided on an as-available basis unless a separate written service level agreement applies to your plan.

We may modify, add or remove features. If we make a change that materially reduces core functionality you rely on, we will give reasonable notice, and if the change materially and adversely affects you, you may cancel and request a pro-rata refund of prepaid fees for the unused remainder of your then-current term.

We may perform scheduled or emergency maintenance. Features labelled beta, preview, alpha or experimental are provided for evaluation, may be changed or discontinued at any time, may be less reliable, are excluded from any service level commitment, and are provided without warranty of any kind.

15. Suspension and termination

15.1 By you

You may cancel your subscription at any time as described in section 5, and may delete your Workspaces and Account subject to any retention we are legally required to apply.

15.2 By NOWScale

We may suspend or limit access to all or part of the Service, or terminate these Terms, if: you materially breach these Terms or the Acceptable Use Policy and do not cure the breach within ten (10) days of notice where the breach is curable; your payment is overdue; your use creates a security, legal or operational risk to us, other customers or a Third-Party Platform; a Third-Party Platform requires it; or we are required to do so by law. Where a risk is urgent, we may suspend immediately and give notice as soon as reasonably practicable.

We may also discontinue the Service in a jurisdiction or in its entirety on reasonable notice, in which case we will refund prepaid fees for the unused remainder of your then-current term.

15.3 Effect of termination

On termination, your right to access the Service ends, scheduled publications are cancelled, and API credentials are revoked. Disconnecting from the Service does not remove content already published to a Third-Party Platform; you must remove that content through the platform itself.

15.4 Data export window

Unless termination results from a serious breach, from a legal obligation, or from a risk to safety or security, we will make Customer Content available for export for thirty (30) days after termination. After that window we may delete Customer Content in the ordinary course, subject to backup cycles and any legally required retention. Sections that by their nature should survive (including sections 6, 11, 12, 16 through 19, and 21) survive termination.

16. Disclaimers

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service and all Outputs are provided "as is" and "as available", and we disclaim all warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty arising from course of dealing or usage of trade.

We do not warrant that:

• the Service will be uninterrupted, error-free, or free of harmful components;
• any content will be successfully published, or will remain published, on a Third-Party Platform, or that any reply or moderation action will be carried out;
• Outputs, analytics, attribution figures or recommendations will be accurate or produce any particular result;
• your use of the Service will result in any level of audience growth, engagement, monetisation or revenue.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

17. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, lost or suspended social media accounts, lost audience, loss of monetisation, or loss or corruption of data, even if advised of the possibility of such damages and even if a limited remedy fails of its essential purpose.

Each party's total aggregate liability arising out of or relating to these Terms will not exceed the total fees you paid or owed to NOWScale for the Service in the twelve (12) months immediately preceding the event giving rise to the claim.

These limitations do not apply to: your obligation to pay fees due; a party's indemnification obligations under section 18; a party's breach of confidentiality obligations under section 12; or liability that cannot be limited by law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

18. Indemnification

You will defend, indemnify and hold harmless NOWScale LLC, its affiliates and their personnel from and against third-party claims, damages, liabilities, penalties and reasonable legal costs arising from: (a) Customer Content, including claims that it infringes intellectual property, privacy or publicity rights; (b) your use of the Service in breach of these Terms, the Acceptable Use Policy, applicable law or a Third-Party Platform's rules; (c) your publication to accounts you were not authorised to publish to; or (d) a dispute between you and a User, client or Third-Party Platform.

We will defend you against third-party claims alleging that the Service, used as permitted by these Terms, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from Customer Content, from combinations with material we did not supply, from your continued use after we notify you to stop, or from modifications not made by us. If the Service becomes, or we believe it may become, subject to such a claim, we may procure the right to continue, modify it, or terminate the affected portion with a pro-rata refund.

The indemnified party must give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation. No settlement that imposes obligations on the indemnified party may be entered without its consent.

19. Dispute resolution

19.1 Governing law and venue

These Terms are governed by the laws of Wyoming, without regard to conflict-of-law rules, and the United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration provision below, the courts located in Sheridan County, Wyoming have exclusive jurisdiction, and each party consents to personal jurisdiction there.

19.2 Informal resolution first

Before starting a formal proceeding, the raising party will send a written description of the dispute and the relief sought to support@nowscale.com, and the parties will attempt in good faith to resolve it for sixty (60) days. This step is a condition to commencing arbitration or litigation, except for claims seeking injunctive relief.

19.3 Arbitration and class action waiver

If informal resolution fails, any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding individual arbitration administered under the rules of a recognised arbitration provider, seated in Sheridan County, Wyoming, before a single arbitrator. Each party waives any right to a jury trial and to participate in a class, collective, consolidated or representative proceeding. Either party may bring an individual claim in small claims court, and either party may seek injunctive relief in court to protect intellectual property or confidential information.

19.4 Mandatory local rights

Nothing in this section removes rights you have under mandatory law. If you are a consumer resident in the European Union, the United Kingdom, or another jurisdiction that grants non-waivable protections, you keep the benefit of the mandatory consumer-protection provisions of your place of residence, including any right to bring proceedings in your local courts, and the choice of law and arbitration provisions above apply only to the extent they do not deprive you of those protections.

20. Changes to these Terms

We may update these Terms as the Service and the law evolve. For changes that materially affect your rights or obligations, we will give at least thirty (30) days' notice by email to your Account address or by in-product notice before they take effect, unless a shorter period is needed to comply with law or address a security risk. Non-material changes, such as clarifications and corrections, take effect when posted.

The "last updated" date at the top of this page shows when the current version took effect. If you continue using the Service after a change takes effect, you accept the updated Terms. If you do not accept them, cancel before the effective date.

21. General

• Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of ours. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets. Any other attempted assignment is void.
• Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, utility or network failures, governmental action, and outages or access changes at a Third-Party Platform or infrastructure provider.
• Notices. We may give notice by email to the address on your Account, by in-product message, or by posting to our website. You must give notice to us in writing at support@nowscale.com, with a copy by post to 30 N Gould St Ste R, Sheridan, WY 82801, United States where the notice concerns a claim. Notice is effective on receipt, or on the next business day if sent electronically outside business hours.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries. Except for the indemnified parties named in section 18, these Terms create no rights for any third party.
• Severability. If a provision is held unenforceable, it will be modified to the minimum extent needed to make it enforceable, or severed, and the rest of these Terms remain in effect.
• No waiver. A failure or delay in enforcing a provision is not a waiver of it, and a waiver on one occasion is not a waiver on any other.
• Export and sanctions. You must comply with applicable export control, sanctions and anti-corruption laws. You represent that you are not located in, ordinarily resident in, or acting on behalf of a person in a territory subject to comprehensive sanctions, and that you are not listed on any applicable restricted-party list. You must not use the Service for any purpose prohibited by those laws.
• Government users. If you are a government entity, the Service is provided as commercial computer software, and additional terms may be required.
• Entire agreement. These Terms, together with the documents incorporated by reference and any order form, are the entire agreement between the parties about the Service, and supersede all prior discussions and representations. Any purchase order or vendor form terms you issue are rejected and have no effect.
• Language. These Terms are drafted in English. Any translation is provided for convenience, and the English version governs to the extent permitted by law.

22. How to contact us

Questions about these Terms can be sent to support@nowscale.com. General support questions should go to support@nowscale.com. Reports of abuse should go to support@nowscale.com.

NOWScale LLC
30 N Gould St Ste R, Sheridan, WY 82801, United States
https://nowscale.com

NOWScale LLC is formed in Wyoming. These Terms were drafted from common industry structure as a starting point and are not legal advice; they should be reviewed by qualified counsel before publication.