Scale Army Terms of Service
Terms of Service: Last Updated: September 10, 2024
Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at https://scalearmy.com/ (the “Site”) and our services accessible via the Site offered by PLTWG LLC, d/b/a Scale Army (“Scale Army”, “we”, or “us”). The person, company, or other entity that offers their services or applies for a position posted on the Platform is referred to as the “Candidate”, and the person or entity that assesses, retains, and or purchases a Candidate’s services is referred to as the “Client.” Candidate and Client and their agents, employees and representatives are collectively referred to as “Users” (or “You”). To make these Terms easier to read, the Site and our services are collectively called the “Platform”.
We may update the Terms from time to time, at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Platform. If you continue to use the Site after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you are no longer authorized to use the Platform. Because our Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SCALE ARMY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “BINDING ARBITRATION OF DISPUTES AND CLASS ACTION WAIVER” BELOW FOR DETAILS REGARDING ARBITRATION.
1. User’s Agreement
By accessing the website at https://scalearmy.com/ you are agreeing to be bound by these Terms and 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. If you are accessing and using the Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case, “you” and “your” will refer to that entity.
2. Eligible Users & Verification
a. Eligibility. You may use the Platform only if you are 18 years or older or of the age of majority in your country and capable of forming binding contracts, and not otherwise barred from using the Platform under applicable law. You may use the Platform for business purposes only and not for personal or consumer use. The Platform is not intended for the sale of physical, non-digital products and is intended to enable Scale Army and/or Clients to identify and enter into service relationships with Candidates.
b. Representations. By using the services offered by our Platform, you represent that you: (a) are doing business under your own name as a self-employed individual or sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity; (b) will use our Platform for business purposes only; (c) will comply with any licensing, registration, or any other requirements with respect to your business or the business for which you are acting; and (d) will comply with any licensing, registration, or any requirements with respect to your provision of services to Clients. The Platform is not intended for the sale of physical, non-digital products.
c. Verification. You consent to your information being sent to and used by Scale Army and third parties to verify location, identity, e-mail address, financial accounts, and ownership of your business. This section does not create any obligation for Scale Army to verify User information.
3. User License
a. Reservation of Rights. Scale Army and its licensors exclusively own all right, title and interest in and to the Platform, including all associated Intellectual Property Rights. For the purposes of these Terms, “Intellectual Property Rights” shall mean patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
b. Use. Subject to your compliance with these Terms and Scale Army’s third-party service provider user license agreements, Scale Army grants you a non-exclusive, not-transferable license to use the Platform. Under this limited use license, you may not:
1. modify or copy the Platform content or software;
2. use the Platform content and software for any commercial purpose, or for any public display (commercial or non-commercial) unless otherwise permitted by these Terms;
3. attempt to decompile or reverse engineer any software contained on Scale Army's website;
4. remove any copyright or other proprietary notations from the materials; or
5. transfer the materials to another person or "mirror" the materials on any other servers.
c. General Prohibitions and Scale Army’s Enforcement Rights. You agree not to do any of the following:
1. Access, tamper with, or use non-public areas of the Platform or Scale Army’s computer systems;
2. Attempt to probe, scan or test the vulnerability of any Scale Army system or network or breach any security or authentication measures;
3. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Scale Army or any of the Candidates or any other third party (including another user) to protect the Platform;
4. Attempt to access or search the Platform or download content from the Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Scale Army or other generally available third-party web search engines or web browsers;
5. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
6. Use any meta tags or other hidden text or metadata utilizing a Scale Army trademark, logo URL or product name without Scale Army’s express written consent;
7. Use the Platform, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
8.Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
9. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
11. Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission; 12.Impersonate or misrepresent your affiliation with any person or entity;
13. Violate any applicable law or regulation; or
14.Encourage or enable any other individual to do any of the foregoing.
d. Monitoring/Disabling Accounts. Scale Army is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
e. Fraud or Suspicious Activity. Without limiting any other provision of these Terms, or our rights or remedies under these Terms or applicable law, if a User attempts to defraud any other User or Scale Army, or attempts to interfere with the fair operation of the Platform (such as, by way of example only, by providing artificial, false or misleading information), we reserve the right to do any or all of the following, in our sole discretion: (i) remove any or all of the User Content from the Platform; (ii) cancel any or all of the User’s pending transactions on the Platform, and cancel, reverse or charge back any other purchases or sales by the User that we determine, in our sole discretion, to be fraudulent or in violation of these Terms; (iii) withhold any payments due to the User; (iv) place limits on the User’s buying and selling privileges; (v) charge the User for costs, expenses and fees incurred by Scale Army as a result of the User’s action or inaction, including refunds to any Client; and (vi) shadowban, suspend or terminate the User’s account. For clarity, if we cancel or reverse a purchase by a Client pursuant to this Section 3, the Client will have no rights to the work product and/or services concerning the canceled or reversed Transaction. If you receive services that you believe to be fraudulent in nature or otherwise in violation of these Terms or applicable law, please contact us as soon as possible. You agree to cooperate with us in any investigation conducted by us, as reasonably requested of you.
f. Termination of License. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Scale Army at any time.
4. Privacy Policy Please review our Privacy Policy, which also governs your use of the Platform, for information on how we collect, use, and share your information. If you do not agree to these terms, you may not visit our website or use our Platform.
5. Third-Parties
a. Third-Party Terms of Service. Scale Army uses or may use third-party service providers for certain platform features. When using the Platform, Users are agreeing to these third parties’ terms of service. You may not visit Scale Army’s Platform or use Scale Army’s Platform if you do not read, understand, and agree to Scale Army’s and these third parties’ Terms of Service.
b. Third-Party IP & Websites. You acknowledge that information and content accessible through the Platform may be protected by Intellectual Property Rights of third parties. The Platform may contain links to websites or resources of others; however, we do not endorse and are not responsible or liable for the accuracy, availability, content, products, or services of any third party. You are solely responsible and liable for your use of any third-party websites while using the Platform.
6. Relationship Between the Parties
The Platform enables Users to find one another, enter into service relationships and agreements, receive and provide services, and make and receive payments through a third-party payment processor. The prices, hiring terms, and offerings displayed on the Site and in all of our sales materials and communications are for illustrative purposes only and are not binding, and Scale Army reserves the right to modify all of the aforementioned at any time without prior notice. Users agree that (a) Scale Army is not responsible for ensuring the accuracy or legality of any User Content and (b) use of the Platform will not create an employment, agency, or joint venture relationship between Scale Army and any Candidate who is offering services using Scale Army’s marketplace platform. Except as otherwise provided for in the Services Agreements, Scale Army takes no responsibility for the actions or omissions of Candidates, or quality of services provided by Candidates.
Scale Army utilizes certain template agreements with Clients and Candidates to facilitate and govern the relationship between Scale Army, Clients, and Candidates and provide the services (each, a “Services Agreement”). We recommend you seek legal counsel and advice to understand the terms that are relevant to your commercial and business needs, the impact to your business, employment status, tax liabilities, and any additional documents that may be necessary in connection with your use of the Services Agreement or otherwise for your business. You agree that you are responsible for performing and monitoring performance of the terms of any Services Agreement.
Scale Army may terminate or suspend any Candidate or Client for any reason, including for breach of these Terms. Scale Army may also try to facilitate a resolution between Candidate and Client relating to an alleged breach of these Terms or a Services Agreement, as applicable, but is under no obligation to do so unless otherwise provided for by the Services Agreement. Unless otherwise provided for in a Services Agreement entered into with Scale Army, in the event of any breach of these Terms by another User, you agree that you will look solely to such User or such third party for a remedy and in no event shall Scale Army have any responsibility, obligation, or liability with respect to such breach or any other acts or omissions by any such User.
7. Worker Classification
Nothing in this agreement is intended to or should be construed to create a partnership, joint venture, franchise or franchisee, or employer-employee relationship between Scale Army and a User. To the extent a Candidate enters into a Services Agreement with Scale Army, Candidate is an independent contractor and shall not bind nor attempt to bind Scale Army to any contract. Candidate shall accept any directions issued by Scale Army pertaining to the goals to be attained and the results to be achieved by Candidate, but Candidate shall be solely responsible for Candidates performance under any Services Agreement. Candidate shall not be eligible to participate in any of Scale Army’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Scale Army shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Candidate. Candidate shall comply at Candidate’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Candidate will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Candidate’s obligations under any provision of this Agreement, for Scale Army’s benefit and Candidate will be responsible for any noncompliance by them. Client is solely responsible for and assumes all liability for determining whether a Candidate may be engaged as an independent contractor through the Platform or pursuant to a Services Agreement. Client warrants its decisions regarding worker classification are correct and its manner of engaging Candidates complies with applicable laws, regulations and rules.
8. User Accounts
To use our Platform, you may be required to create an account with us. When creating an account or using the services provided by the Platform, you may be required to create a User profile that includes personal information that you consent to be shown to the public once your profile is completed. You agree to provide accurate, complete, and current information about your identity, location, your business, the beneficial owner of your business, your skills, or the services your business provides and you agree to correct any information that becomes false or misleading and keep such information up to date. Failure to do so may result in a suspension or termination of your account. Your account registration and user content are subject to review by Scale Army and, if applicable, its third-party content moderation providers and we reserve the right to block any profile registration. To protect your account, keep your account details and password confidential, and notify us immediately of any unauthorized use. You’re responsible for all activities that occur under your account. Account and registration data and certain other information about you may be governed by our Privacy Policy.
9. Feedback
We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Platform. Except to the extent it contains your Confidential Information, you agree that Scale Army (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions provide to us about our Platform without any obligation to you, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to you or any third party.
10. Client Specific Terms
a. Client Content. Scale Army retains the right to prohibit the display of and to remove any postings and inquiries. Scale Army also retains the right to block Client’s purchase of any service(s), or suspend or terminate a Client’s account, in order to ensure Scale Army and/or Client’s compliance with: (i) applicable law; or (ii) any third-party terms to which Scale Army is subject; or (iii) any policies and procedures established by Scale Army (the “Scale Army Policies”); or (iv) these Terms; or (iv) if any Transaction or activity is harmful to its business in Scale Army’s sole discretion. This section does not create any obligation for Scale Army to verify Client’s compliance with Scale Army Policies and all applicable laws. Client is fully responsible for such compliance.
b. Client Data. Client hereby represents, warrants, and covenants that it will comply with all applicable laws, including data protection laws. Client will be fully responsible for any data (including personal data) provided by Client to Scale Army (“Client Data”), including all necessary consents, permissions, and clearances in order for Scale Army to use the Client Data. Scale Army will have the right to use Client Data in connection with the provision of the Platform.
c. Payment Processing Fees. When you purchase services, our third-party payment processor will charge you a payment processing fee. Our third-party payment processor may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (“Payment Information”).
d. Legal Right to Use Payment Method. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.
e. Payment Information. When you initiate a purchase on the Scale Army platform (“Transaction”), you provide your Payment Information to our third-party payment processors so we can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
f. Nonrefundable Payments. All payments for Transactions are nonrefundable and nontransferable except as expressly provided in these Terms or the applicable Services Agreement.
11. Candidate Specific Terms
a. Candidate Content. Scale Army retains the right to prohibit the display of and to remove any services, or block sales of any service(s), or suspend or terminate a Candidate’s account or use of the Platform, in order to ensure Scale Army and/or Candidate’s compliance with: (i) applicable law; or (ii) any third-party terms to which Scale Army is subject; or (iii) any Scale Army Policies; or (iv) these Terms; or (iv) if any transaction or activity is harmful to its business in Scale Army’s sole discretion. This section does not create any obligation for Scale Army to verify Candidate’s compliance with Scale Army Policies and all applicable laws. Candidate is fully responsible for such compliance.
b. Candidate Data. Candidate hereby represents, warrants, and covenants that it will comply with all applicable laws, including data protection laws. Candidate will be fully responsible for any data (including personal data) provided by Candidate to Scale Army (“Candidate Data”), including all necessary consents, permissions, and clearances in order for Scale Army to use the Candidate Data. Scale Army will have the right to use Candidate Data in connection with the provision of the Platform. Candidate Data may be retained by Scale Army. Some data may be retained by Scale Army after termination of a User’s use of the Platform or account, subject to the ordinary course of business electronic backups or any applicable legal requirements for maintaining such data.
c. Required Benefits and Insurance. Candidate acknowledges that Candidate is solely responsible for obtaining any liability, health, workers compensation, disability, unemployment, or other insurance needed or required by law, and that Candidate is not covered by or eligible for any insurance from Scale Army.
12. Your Content
a. Posting Content. Our Platform may allow you to store or share content such as text, files, documents, graphics, images, software, audio and video, artwork, product and/or services information and specifications, and other information, and trademarks, trade names, service marks, logos, and other indicia (“User Content”). Scale Army does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
b. Permissions to Your User Content. By submitting or making any User Content available through the Platform you hereby grant to Scale Army and its affiliates a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with (i) operating and providing the Platform, (ii) developing new revenue streams and partnerships, and (iii) promoting Scale Army, its products or services.
c. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent that all User Content is accurate, substantiated, and otherwise compliant with all applicable laws, including but not limited to FTC and FEC rules and guidelines. You represent and warrant that your use and provision of your User Content that is made available through the Platform and Scale Army’s use of your User Content on or through the Platform will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, nor result in the violation of any applicable law or regulation. In the event of any claim of intellectual property infringement from a third party in connection with your User Content, or if you are a Candidate, your products and/or services, you acknowledge and agree that such third party claimant will look solely to you for remedy. If any claims are brought against Scale Army regarding your User content, you agree to pay Scale Army’s legal fees and expenses.
d. Scale Army’s Intellectual Property. We may make content available through the Platform that is subject to Intellectual Property Rights. We retain all rights to that content.
e. Feedback. Any content you post that includes your feedback, ratings or reviews, suggestions or other feedback will be owned by Scale Army and you will be deemed to have granted Scale Army an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights to the Feedback. Information based on data that Clients and Candidates voluntarily submit to Scale Army does not constitute an introduction, endorsement or recommendation of any User by Scale Army. You agree that Scale Army is not responsible for verifying such information and provides it solely for the convenience of Users. You acknowledge providing false or misleading information violates this Agreement and may result in termination of use of Scale Army’s Platform. You agree that User feedback benefits Clients and Candidates and you expressly agree your feedback may be made available to the public.
13. Payment Terms
a. Payment Processor. We use one or more third-party payment processors (the “Payment Processors”) to facilitate Transaction payments. Your use of such Payment Processors to pay for the services offered by the Platform and contemplated by a Services Agreement, as applicable, are subject to the terms of use of such Payment Processor. You understand and agree to comply with such Payment Processors’ terms of use.
b. Third-Party Payment Processing and Foreign Exchange Fees. Clients are responsible for paying third-party payment processing fees. Any foreign exchange fees are paid by the Party incurring the fees.
c. Taxes, Other Government Agency Payments Information. Candidate acknowledges that Candidate is solely responsible for all taxes related to payments received from Scale Army, and also acknowledges Scale Army will not withhold any taxes from payments to Candidate unless required by applicable law. Candidate agrees Candidate is solely responsible for determining and fulfilling Candidate's obligations under applicable laws and regulations with respect to reporting, collecting or remitting any applicable taxes or charges, and if outside of the United States, determining if Scale Army is required by applicable law to withhold any amount of the Candidate's fees, and notifying Scale Army of any such requirement and indemnifying Scale Army for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Scale Army, Candidate agrees to cooperate with Scale Army and provide copies of Candidate's tax returns and other documents that may be reasonably requested for purposes of such audit, including but not limited to records showing Candidate is engaging in an independent business as represented to Scale Army.
d. Consent to Receive Electronic Communications and Tax Documentation. User agrees to receive electronic communications, including 1099 tax forms from the third-party Payment Processor. User acknowledges this agreement to receive electronic communications means User will not be mailed any 1099 tax forms or any other payment related communications.
14. Refunds/Chargebacks
Client agrees that once Client’s designated payment method is charged through the Platform, the charge cannot be refunded except upon mutual agreement of the Client and Scale Army, or otherwise pursuant to these Terms. When transacting on the Platform, Client agrees that Scale Army may charge Client’s designated payment method for the Candidate’s fees as agreed on between Client and Scale Army in the Services Agreement. Clients also agree that these Terms provide a dispute resolution process. Users may commence a dispute resolution process by following instructions on the Platform.
Client agrees not to ask its credit card company, bank, or other payment method to charge back any fees charged by Scale Army and acknowledges that a chargeback is a material breach of these Terms. Client agrees that Scale Army may dispute or appeal the chargeback and initiate collection actions against the Client, close Client’s account, and take any other action it deems appropriate. In addition to the amount Client charged back, Client will be responsible for any damages and costs incurred by Scale Army including but not limited to, Scale Army’s legal fees and any fees or fines assessed by third party Payment Processors.
15. Disputes Among Users
In the event of a dispute between a Candidate and Client, Candidate and Client agree to follow the following dispute resolution procedure set forth in this Section 15 or such procedures provided for in the applicable Services Agreement.
a. Request Revisions/Contact Other User. Users agree to first contact each other to attempt to amicably resolve the dispute before requesting Scale Army’s dispute resolution assistance.
b. Dispute Resolution Assistance.
1. If Candidate and Client are unable to amicably resolve their dispute, either User may, at any time, submit a dispute to Scale Army. Users will follow the dispute resolution mechanism contained in their Services Agreement, if applicable, and may opt to use Scale Army’s resolution assistance service.
2. After a User submits a dispute to Scale Army, Scale Army will contact the Users in an attempt to facilitate a mutually amicable resolution. If the Users remain unable to resolve the dispute within 14 days from the day the dispute was submitted on the platform, Scale Army will end its dispute resolution assistance, unless otherwise agreed to by Scale Army and the Users.
3. If Users are unable to mutually resolve their dispute either with or without Scale Army’s assistance, Users shall resolve their dispute using the dispute resolution mechanism, such as mediation, arbitration, courts, or tribunals, as outlined in these Terms, the Services Agreement or such other agreement as is used to govern the relationship between the Client and Candidate (and, as applicable, Scale Army).
16. WARRANTY DISCLAIMERS
THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE PLATFORM.
WE MAKE NO WARRANTY AS TO THE IDENTITY, CHARACTER OR CONDUCT OF USERS AND ASSUME NO RESPONSIBILITY FOR A USER’S COMPLIANCE WITH THESE TERMS OR ANY APPLICABLE LAWS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER.
WE WILL NOT BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN OUR PERFORMANCE UNDER THESE TERMS TO THE EXTENT THE FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, LABOR DISPUTES, STRIKES, LOCKOUTS, SHORTAGES OF OR INABILITY TO OBTAIN LABOR, ENERGY, RAW MATERIALS OR SUPPLIES, WAR, TERRORISM, RIOT, ACTS OF GOD OR GOVERNMENTAL ACTION.
17. Indemnity
You will indemnify, defend and hold Scale Army and its officers, directors, employees, representatives and agents (each an “Indemnified Party”), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Platform, (b) your User Content or any work product related to your use of the Platform, (c) your classification as an independent contractor, any employment related claims or breach of your Services Agreement, (d) your violation of these Terms, (e) your failure to comply with applicable law, (f) your negligence, willful misconduct or fraud, or (g) your violation of any third-party right, including but not limited to publicity, intellectual property or privacy rights.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SCALE ARMY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR FOR THE COST OF SUBSTITUTE PLATFORM OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SCALE ARMY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING THE ABOVE DISCLAIMER, IF A COURT FINDS SUCH DISCLAIMER TO BE INVALID, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SCALE ARMY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED THE GREATER OF (1) THE TOTAL AMOUNT PAID BY USER TO SCALE ARMY FOR ITS SERVICES, WHETHER THROUGH A SERVICES AGREEMENT OR OTHERWISE, OVER THE PAST SIX MONTHS OR (2) ONE DOLLAR.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SCALE ARMY AND YOU.
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.
19. Accuracy of Materials
The materials appearing on Scale Army's website could include technical, typographical, or photographic errors. Scale Army does not warrant that any of the materials on its website are accurate, complete or current. Scale Army may make changes to the materials contained on its website at any time without notice, however, Scale Army does not make any commitment to update the materials.
20. Choice of Law
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Florida, without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) that you and Scale Army are not required by applicable law to arbitrate will be the state and federal courts located in the Miami-Dade County, and you and Scale Army each waive any objection to jurisdiction and venue in such courts.
21. Binding Arbitration of Disputes and Class Action Waiver
a. United States Users. The terms in this Section concerning binding arbitration and a class action waiver do not apply to Users outside of the United States and its Territories.
b. Waiver. You and Scale Army agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Scale Army agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Scale Army are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90) and other applicable laws prohibit mandatory arbitration of certain claims. These mandatory arbitration terms will not apply if prohibited by applicable law.
c. Exceptions. As limited exceptions to the mandatory arbitration terms above: (i) You or Scale Army may seek to resolve a Dispute in small claims court if it qualifies; (ii) You or Scale Army each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our Intellectual Property Rights; and (iii) disputes between You or Project Growth relating to fees owed to Project Growth pursuant to a Services Agreement or otherwise, which shall be exempt from the mandatory arbitration provisions contained herein.
d. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Scale Army won’t seek to recover the administration and arbitrator fees Scale Army is responsible for paying, unless the arbitrator finds your Dispute frivolous. If Scale Army prevails in arbitration, you will pay all of Scale Army’s attorneys’ fees and costs and Scale Army will seek to recover from you the total amount you would have paid if you filed and litigated your claim in court. If you prevail in arbitration, you will be responsible for paying the total amount you would have paid if you filed and litigated your claim in court unless an arbitrator finds you are entitled to an award of attorneys’ fees and expenses.
f. Injunctive and Declaratory Relief. Except as provided in Section 21(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
g. Right to Opt Out of Arbitration. You may opt out of the arbitration provision contained in this section by notifying Scale Army in writing within 30 days of the date you first created a profile on Scale Army’s platform. To opt out of the arbitration provision, send a written notification to Scale Army at [email protected] that includes your name, your address, your telephone number, your e-mail address and a statement indicating that you wish to opt out of the arbitration provision. Opting out of this arbitration provision will not affect any other terms of this agreement. If you do not opt out as provided in this section, continuing to use the Scale Army platform constitutes mutual acceptance of the terms of this arbitration provision by you and Scale Army. You have the right to consult with an attorney of your choice concerning this agreement and the arbitration provision
h.Class Action Waiver. YOU AND SCALE ARMY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
i. Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
22. Reservation of Rights
Scale Army and its licensors exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
23. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Scale Army and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Scale Army and you regarding the Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Scale Army’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Scale Army may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
24. Notices
Any notices or other communications provided by Scale Army under these Terms will be given via email, via messages sent to your Account on the Platform or via a post to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
25. Termination
We may suspend or terminate your access to and use of the Platform, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Termination of your User account or access to the Platform does not terminate any payment or other obligations pursuant to an active project or Services Agreement you entered into with Scale Army.
26. Waiver of Rights
Scale Army’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Scale Army. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
27. Contact for Questions
If you have any questions regarding this website or these Terms of Service, please contact our team at [email protected].
Please read these Terms of Service (the “Terms”) and our Privacy Policy (“Privacy Policy”) carefully because they govern your use of the website located at https://scalearmy.com/ (the “Site”) and our services accessible via the Site offered by PLTWG LLC, d/b/a Scale Army (“Scale Army”, “we”, or “us”). The person, company, or other entity that offers their services or applies for a position posted on the Platform is referred to as the “Candidate”, and the person or entity that assesses, retains, and or purchases a Candidate’s services is referred to as the “Client.” Candidate and Client and their agents, employees and representatives are collectively referred to as “Users” (or “You”). To make these Terms easier to read, the Site and our services are collectively called the “Platform”.
We may update the Terms from time to time, at our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Platform. If you continue to use the Site after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you are no longer authorized to use the Platform. Because our Platform is evolving over time we may change or discontinue all or any part of the Platform, at any time and without notice, at our sole discretion.
IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SCALE ARMY THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 21 “BINDING ARBITRATION OF DISPUTES AND CLASS ACTION WAIVER” BELOW FOR DETAILS REGARDING ARBITRATION.
1. User’s Agreement
By accessing the website at https://scalearmy.com/ you are agreeing to be bound by these Terms and 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. If you are accessing and using the Platform on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case, “you” and “your” will refer to that entity.
2. Eligible Users & Verification
a. Eligibility. You may use the Platform only if you are 18 years or older or of the age of majority in your country and capable of forming binding contracts, and not otherwise barred from using the Platform under applicable law. You may use the Platform for business purposes only and not for personal or consumer use. The Platform is not intended for the sale of physical, non-digital products and is intended to enable Scale Army and/or Clients to identify and enter into service relationships with Candidates.
b. Representations. By using the services offered by our Platform, you represent that you: (a) are doing business under your own name as a self-employed individual or sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity; (b) will use our Platform for business purposes only; (c) will comply with any licensing, registration, or any other requirements with respect to your business or the business for which you are acting; and (d) will comply with any licensing, registration, or any requirements with respect to your provision of services to Clients. The Platform is not intended for the sale of physical, non-digital products.
c. Verification. You consent to your information being sent to and used by Scale Army and third parties to verify location, identity, e-mail address, financial accounts, and ownership of your business. This section does not create any obligation for Scale Army to verify User information.
3. User License
a. Reservation of Rights. Scale Army and its licensors exclusively own all right, title and interest in and to the Platform, including all associated Intellectual Property Rights. For the purposes of these Terms, “Intellectual Property Rights” shall mean patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
b. Use. Subject to your compliance with these Terms and Scale Army’s third-party service provider user license agreements, Scale Army grants you a non-exclusive, not-transferable license to use the Platform. Under this limited use license, you may not:
1. modify or copy the Platform content or software;
2. use the Platform content and software for any commercial purpose, or for any public display (commercial or non-commercial) unless otherwise permitted by these Terms;
3. attempt to decompile or reverse engineer any software contained on Scale Army's website;
4. remove any copyright or other proprietary notations from the materials; or
5. transfer the materials to another person or "mirror" the materials on any other servers.
c. General Prohibitions and Scale Army’s Enforcement Rights. You agree not to do any of the following:
1. Access, tamper with, or use non-public areas of the Platform or Scale Army’s computer systems;
2. Attempt to probe, scan or test the vulnerability of any Scale Army system or network or breach any security or authentication measures;
3. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Scale Army or any of the Candidates or any other third party (including another user) to protect the Platform;
4. Attempt to access or search the Platform or download content from the Platform using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Scale Army or other generally available third-party web search engines or web browsers;
5. Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
6. Use any meta tags or other hidden text or metadata utilizing a Scale Army trademark, logo URL or product name without Scale Army’s express written consent;
7. Use the Platform, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
8.Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform to send altered, deceptive or false source-identifying information;
9. Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
10. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
11. Collect or store any personally identifiable information from the Platform from other users of the Platform without their express permission; 12.Impersonate or misrepresent your affiliation with any person or entity;
13. Violate any applicable law or regulation; or
14.Encourage or enable any other individual to do any of the foregoing.
d. Monitoring/Disabling Accounts. Scale Army is not obligated to monitor access to or use of the Platform or to review or edit any content. However, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
e. Fraud or Suspicious Activity. Without limiting any other provision of these Terms, or our rights or remedies under these Terms or applicable law, if a User attempts to defraud any other User or Scale Army, or attempts to interfere with the fair operation of the Platform (such as, by way of example only, by providing artificial, false or misleading information), we reserve the right to do any or all of the following, in our sole discretion: (i) remove any or all of the User Content from the Platform; (ii) cancel any or all of the User’s pending transactions on the Platform, and cancel, reverse or charge back any other purchases or sales by the User that we determine, in our sole discretion, to be fraudulent or in violation of these Terms; (iii) withhold any payments due to the User; (iv) place limits on the User’s buying and selling privileges; (v) charge the User for costs, expenses and fees incurred by Scale Army as a result of the User’s action or inaction, including refunds to any Client; and (vi) shadowban, suspend or terminate the User’s account. For clarity, if we cancel or reverse a purchase by a Client pursuant to this Section 3, the Client will have no rights to the work product and/or services concerning the canceled or reversed Transaction. If you receive services that you believe to be fraudulent in nature or otherwise in violation of these Terms or applicable law, please contact us as soon as possible. You agree to cooperate with us in any investigation conducted by us, as reasonably requested of you.
f. Termination of License. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Scale Army at any time.
4. Privacy Policy Please review our Privacy Policy, which also governs your use of the Platform, for information on how we collect, use, and share your information. If you do not agree to these terms, you may not visit our website or use our Platform.
5. Third-Parties
a. Third-Party Terms of Service. Scale Army uses or may use third-party service providers for certain platform features. When using the Platform, Users are agreeing to these third parties’ terms of service. You may not visit Scale Army’s Platform or use Scale Army’s Platform if you do not read, understand, and agree to Scale Army’s and these third parties’ Terms of Service.
b. Third-Party IP & Websites. You acknowledge that information and content accessible through the Platform may be protected by Intellectual Property Rights of third parties. The Platform may contain links to websites or resources of others; however, we do not endorse and are not responsible or liable for the accuracy, availability, content, products, or services of any third party. You are solely responsible and liable for your use of any third-party websites while using the Platform.
6. Relationship Between the Parties
The Platform enables Users to find one another, enter into service relationships and agreements, receive and provide services, and make and receive payments through a third-party payment processor. The prices, hiring terms, and offerings displayed on the Site and in all of our sales materials and communications are for illustrative purposes only and are not binding, and Scale Army reserves the right to modify all of the aforementioned at any time without prior notice. Users agree that (a) Scale Army is not responsible for ensuring the accuracy or legality of any User Content and (b) use of the Platform will not create an employment, agency, or joint venture relationship between Scale Army and any Candidate who is offering services using Scale Army’s marketplace platform. Except as otherwise provided for in the Services Agreements, Scale Army takes no responsibility for the actions or omissions of Candidates, or quality of services provided by Candidates.
Scale Army utilizes certain template agreements with Clients and Candidates to facilitate and govern the relationship between Scale Army, Clients, and Candidates and provide the services (each, a “Services Agreement”). We recommend you seek legal counsel and advice to understand the terms that are relevant to your commercial and business needs, the impact to your business, employment status, tax liabilities, and any additional documents that may be necessary in connection with your use of the Services Agreement or otherwise for your business. You agree that you are responsible for performing and monitoring performance of the terms of any Services Agreement.
Scale Army may terminate or suspend any Candidate or Client for any reason, including for breach of these Terms. Scale Army may also try to facilitate a resolution between Candidate and Client relating to an alleged breach of these Terms or a Services Agreement, as applicable, but is under no obligation to do so unless otherwise provided for by the Services Agreement. Unless otherwise provided for in a Services Agreement entered into with Scale Army, in the event of any breach of these Terms by another User, you agree that you will look solely to such User or such third party for a remedy and in no event shall Scale Army have any responsibility, obligation, or liability with respect to such breach or any other acts or omissions by any such User.
7. Worker Classification
Nothing in this agreement is intended to or should be construed to create a partnership, joint venture, franchise or franchisee, or employer-employee relationship between Scale Army and a User. To the extent a Candidate enters into a Services Agreement with Scale Army, Candidate is an independent contractor and shall not bind nor attempt to bind Scale Army to any contract. Candidate shall accept any directions issued by Scale Army pertaining to the goals to be attained and the results to be achieved by Candidate, but Candidate shall be solely responsible for Candidates performance under any Services Agreement. Candidate shall not be eligible to participate in any of Scale Army’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Scale Army shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to Candidate. Candidate shall comply at Candidate’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Candidate will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Candidate’s obligations under any provision of this Agreement, for Scale Army’s benefit and Candidate will be responsible for any noncompliance by them. Client is solely responsible for and assumes all liability for determining whether a Candidate may be engaged as an independent contractor through the Platform or pursuant to a Services Agreement. Client warrants its decisions regarding worker classification are correct and its manner of engaging Candidates complies with applicable laws, regulations and rules.
8. User Accounts
To use our Platform, you may be required to create an account with us. When creating an account or using the services provided by the Platform, you may be required to create a User profile that includes personal information that you consent to be shown to the public once your profile is completed. You agree to provide accurate, complete, and current information about your identity, location, your business, the beneficial owner of your business, your skills, or the services your business provides and you agree to correct any information that becomes false or misleading and keep such information up to date. Failure to do so may result in a suspension or termination of your account. Your account registration and user content are subject to review by Scale Army and, if applicable, its third-party content moderation providers and we reserve the right to block any profile registration. To protect your account, keep your account details and password confidential, and notify us immediately of any unauthorized use. You’re responsible for all activities that occur under your account. Account and registration data and certain other information about you may be governed by our Privacy Policy.
9. Feedback
We appreciate feedback, comments, ideas, proposals, and suggestions for improvements to the Platform. Except to the extent it contains your Confidential Information, you agree that Scale Army (or others we authorize) may freely use, disclose, reproduce, license, distribute, or otherwise exploit in any manner any feedback, comments, or suggestions provide to us about our Platform without any obligation to you, restriction of any kind (including on account of any Intellectual Property Rights), and without paying any compensation to you or any third party.
10. Client Specific Terms
a. Client Content. Scale Army retains the right to prohibit the display of and to remove any postings and inquiries. Scale Army also retains the right to block Client’s purchase of any service(s), or suspend or terminate a Client’s account, in order to ensure Scale Army and/or Client’s compliance with: (i) applicable law; or (ii) any third-party terms to which Scale Army is subject; or (iii) any policies and procedures established by Scale Army (the “Scale Army Policies”); or (iv) these Terms; or (iv) if any Transaction or activity is harmful to its business in Scale Army’s sole discretion. This section does not create any obligation for Scale Army to verify Client’s compliance with Scale Army Policies and all applicable laws. Client is fully responsible for such compliance.
b. Client Data. Client hereby represents, warrants, and covenants that it will comply with all applicable laws, including data protection laws. Client will be fully responsible for any data (including personal data) provided by Client to Scale Army (“Client Data”), including all necessary consents, permissions, and clearances in order for Scale Army to use the Client Data. Scale Army will have the right to use Client Data in connection with the provision of the Platform.
c. Payment Processing Fees. When you purchase services, our third-party payment processor will charge you a payment processing fee. Our third-party payment processor may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (“Payment Information”).
d. Legal Right to Use Payment Method. You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information.
e. Payment Information. When you initiate a purchase on the Scale Army platform (“Transaction”), you provide your Payment Information to our third-party payment processors so we can complete your Transaction and charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
f. Nonrefundable Payments. All payments for Transactions are nonrefundable and nontransferable except as expressly provided in these Terms or the applicable Services Agreement.
11. Candidate Specific Terms
a. Candidate Content. Scale Army retains the right to prohibit the display of and to remove any services, or block sales of any service(s), or suspend or terminate a Candidate’s account or use of the Platform, in order to ensure Scale Army and/or Candidate’s compliance with: (i) applicable law; or (ii) any third-party terms to which Scale Army is subject; or (iii) any Scale Army Policies; or (iv) these Terms; or (iv) if any transaction or activity is harmful to its business in Scale Army’s sole discretion. This section does not create any obligation for Scale Army to verify Candidate’s compliance with Scale Army Policies and all applicable laws. Candidate is fully responsible for such compliance.
b. Candidate Data. Candidate hereby represents, warrants, and covenants that it will comply with all applicable laws, including data protection laws. Candidate will be fully responsible for any data (including personal data) provided by Candidate to Scale Army (“Candidate Data”), including all necessary consents, permissions, and clearances in order for Scale Army to use the Candidate Data. Scale Army will have the right to use Candidate Data in connection with the provision of the Platform. Candidate Data may be retained by Scale Army. Some data may be retained by Scale Army after termination of a User’s use of the Platform or account, subject to the ordinary course of business electronic backups or any applicable legal requirements for maintaining such data.
c. Required Benefits and Insurance. Candidate acknowledges that Candidate is solely responsible for obtaining any liability, health, workers compensation, disability, unemployment, or other insurance needed or required by law, and that Candidate is not covered by or eligible for any insurance from Scale Army.
12. Your Content
a. Posting Content. Our Platform may allow you to store or share content such as text, files, documents, graphics, images, software, audio and video, artwork, product and/or services information and specifications, and other information, and trademarks, trade names, service marks, logos, and other indicia (“User Content”). Scale Army does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
b. Permissions to Your User Content. By submitting or making any User Content available through the Platform you hereby grant to Scale Army and its affiliates a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with (i) operating and providing the Platform, (ii) developing new revenue streams and partnerships, and (iii) promoting Scale Army, its products or services.
c. Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent that all User Content is accurate, substantiated, and otherwise compliant with all applicable laws, including but not limited to FTC and FEC rules and guidelines. You represent and warrant that your use and provision of your User Content that is made available through the Platform and Scale Army’s use of your User Content on or through the Platform will not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, nor result in the violation of any applicable law or regulation. In the event of any claim of intellectual property infringement from a third party in connection with your User Content, or if you are a Candidate, your products and/or services, you acknowledge and agree that such third party claimant will look solely to you for remedy. If any claims are brought against Scale Army regarding your User content, you agree to pay Scale Army’s legal fees and expenses.
d. Scale Army’s Intellectual Property. We may make content available through the Platform that is subject to Intellectual Property Rights. We retain all rights to that content.
e. Feedback. Any content you post that includes your feedback, ratings or reviews, suggestions or other feedback will be owned by Scale Army and you will be deemed to have granted Scale Army an exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide ownership rights to the Feedback. Information based on data that Clients and Candidates voluntarily submit to Scale Army does not constitute an introduction, endorsement or recommendation of any User by Scale Army. You agree that Scale Army is not responsible for verifying such information and provides it solely for the convenience of Users. You acknowledge providing false or misleading information violates this Agreement and may result in termination of use of Scale Army’s Platform. You agree that User feedback benefits Clients and Candidates and you expressly agree your feedback may be made available to the public.
13. Payment Terms
a. Payment Processor. We use one or more third-party payment processors (the “Payment Processors”) to facilitate Transaction payments. Your use of such Payment Processors to pay for the services offered by the Platform and contemplated by a Services Agreement, as applicable, are subject to the terms of use of such Payment Processor. You understand and agree to comply with such Payment Processors’ terms of use.
b. Third-Party Payment Processing and Foreign Exchange Fees. Clients are responsible for paying third-party payment processing fees. Any foreign exchange fees are paid by the Party incurring the fees.
c. Taxes, Other Government Agency Payments Information. Candidate acknowledges that Candidate is solely responsible for all taxes related to payments received from Scale Army, and also acknowledges Scale Army will not withhold any taxes from payments to Candidate unless required by applicable law. Candidate agrees Candidate is solely responsible for determining and fulfilling Candidate's obligations under applicable laws and regulations with respect to reporting, collecting or remitting any applicable taxes or charges, and if outside of the United States, determining if Scale Army is required by applicable law to withhold any amount of the Candidate's fees, and notifying Scale Army of any such requirement and indemnifying Scale Army for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Scale Army, Candidate agrees to cooperate with Scale Army and provide copies of Candidate's tax returns and other documents that may be reasonably requested for purposes of such audit, including but not limited to records showing Candidate is engaging in an independent business as represented to Scale Army.
d. Consent to Receive Electronic Communications and Tax Documentation. User agrees to receive electronic communications, including 1099 tax forms from the third-party Payment Processor. User acknowledges this agreement to receive electronic communications means User will not be mailed any 1099 tax forms or any other payment related communications.
14. Refunds/Chargebacks
Client agrees that once Client’s designated payment method is charged through the Platform, the charge cannot be refunded except upon mutual agreement of the Client and Scale Army, or otherwise pursuant to these Terms. When transacting on the Platform, Client agrees that Scale Army may charge Client’s designated payment method for the Candidate’s fees as agreed on between Client and Scale Army in the Services Agreement. Clients also agree that these Terms provide a dispute resolution process. Users may commence a dispute resolution process by following instructions on the Platform.
Client agrees not to ask its credit card company, bank, or other payment method to charge back any fees charged by Scale Army and acknowledges that a chargeback is a material breach of these Terms. Client agrees that Scale Army may dispute or appeal the chargeback and initiate collection actions against the Client, close Client’s account, and take any other action it deems appropriate. In addition to the amount Client charged back, Client will be responsible for any damages and costs incurred by Scale Army including but not limited to, Scale Army’s legal fees and any fees or fines assessed by third party Payment Processors.
15. Disputes Among Users
In the event of a dispute between a Candidate and Client, Candidate and Client agree to follow the following dispute resolution procedure set forth in this Section 15 or such procedures provided for in the applicable Services Agreement.
a. Request Revisions/Contact Other User. Users agree to first contact each other to attempt to amicably resolve the dispute before requesting Scale Army’s dispute resolution assistance.
b. Dispute Resolution Assistance.
1. If Candidate and Client are unable to amicably resolve their dispute, either User may, at any time, submit a dispute to Scale Army. Users will follow the dispute resolution mechanism contained in their Services Agreement, if applicable, and may opt to use Scale Army’s resolution assistance service.
2. After a User submits a dispute to Scale Army, Scale Army will contact the Users in an attempt to facilitate a mutually amicable resolution. If the Users remain unable to resolve the dispute within 14 days from the day the dispute was submitted on the platform, Scale Army will end its dispute resolution assistance, unless otherwise agreed to by Scale Army and the Users.
3. If Users are unable to mutually resolve their dispute either with or without Scale Army’s assistance, Users shall resolve their dispute using the dispute resolution mechanism, such as mediation, arbitration, courts, or tribunals, as outlined in these Terms, the Services Agreement or such other agreement as is used to govern the relationship between the Client and Candidate (and, as applicable, Scale Army).
16. WARRANTY DISCLAIMERS
THE PLATFORM IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE PLATFORM.
WE MAKE NO WARRANTY AS TO THE IDENTITY, CHARACTER OR CONDUCT OF USERS AND ASSUME NO RESPONSIBILITY FOR A USER’S COMPLIANCE WITH THESE TERMS OR ANY APPLICABLE LAWS. WE EXPLICITLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER.
WE WILL NOT BE RESPONSIBLE FOR ANY FAILURE OR DELAY IN OUR PERFORMANCE UNDER THESE TERMS TO THE EXTENT THE FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, BUT NOT LIMITED TO, LABOR DISPUTES, STRIKES, LOCKOUTS, SHORTAGES OF OR INABILITY TO OBTAIN LABOR, ENERGY, RAW MATERIALS OR SUPPLIES, WAR, TERRORISM, RIOT, ACTS OF GOD OR GOVERNMENTAL ACTION.
17. Indemnity
You will indemnify, defend and hold Scale Army and its officers, directors, employees, representatives and agents (each an “Indemnified Party”), harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Platform, (b) your User Content or any work product related to your use of the Platform, (c) your classification as an independent contractor, any employment related claims or breach of your Services Agreement, (d) your violation of these Terms, (e) your failure to comply with applicable law, (f) your negligence, willful misconduct or fraud, or (g) your violation of any third-party right, including but not limited to publicity, intellectual property or privacy rights.
18. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER SCALE ARMY NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR FOR THE COST OF SUBSTITUTE PLATFORM OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SCALE ARMY OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
NOTWITHSTANDING THE ABOVE DISCLAIMER, IF A COURT FINDS SUCH DISCLAIMER TO BE INVALID, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SCALE ARMY’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM EXCEED THE GREATER OF (1) THE TOTAL AMOUNT PAID BY USER TO SCALE ARMY FOR ITS SERVICES, WHETHER THROUGH A SERVICES AGREEMENT OR OTHERWISE, OVER THE PAST SIX MONTHS OR (2) ONE DOLLAR.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SCALE ARMY AND YOU.
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.
19. Accuracy of Materials
The materials appearing on Scale Army's website could include technical, typographical, or photographic errors. Scale Army does not warrant that any of the materials on its website are accurate, complete or current. Scale Army may make changes to the materials contained on its website at any time without notice, however, Scale Army does not make any commitment to update the materials.
20. Choice of Law
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Florida, without regard to its conflict of laws provisions. The exclusive jurisdiction for all Disputes (defined below) that you and Scale Army are not required by applicable law to arbitrate will be the state and federal courts located in the Miami-Dade County, and you and Scale Army each waive any objection to jurisdiction and venue in such courts.
21. Binding Arbitration of Disputes and Class Action Waiver
a. United States Users. The terms in this Section concerning binding arbitration and a class action waiver do not apply to Users outside of the United States and its Territories.
b. Waiver. You and Scale Army agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Scale Army agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Scale Army are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. The Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90) and other applicable laws prohibit mandatory arbitration of certain claims. These mandatory arbitration terms will not apply if prohibited by applicable law.
c. Exceptions. As limited exceptions to the mandatory arbitration terms above: (i) You or Scale Army may seek to resolve a Dispute in small claims court if it qualifies; (ii) You or Scale Army each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our Intellectual Property Rights; and (iii) disputes between You or Project Growth relating to fees owed to Project Growth pursuant to a Services Agreement or otherwise, which shall be exempt from the mandatory arbitration provisions contained herein.
d. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
e. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and Scale Army won’t seek to recover the administration and arbitrator fees Scale Army is responsible for paying, unless the arbitrator finds your Dispute frivolous. If Scale Army prevails in arbitration, you will pay all of Scale Army’s attorneys’ fees and costs and Scale Army will seek to recover from you the total amount you would have paid if you filed and litigated your claim in court. If you prevail in arbitration, you will be responsible for paying the total amount you would have paid if you filed and litigated your claim in court unless an arbitrator finds you are entitled to an award of attorneys’ fees and expenses.
f. Injunctive and Declaratory Relief. Except as provided in Section 21(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
g. Right to Opt Out of Arbitration. You may opt out of the arbitration provision contained in this section by notifying Scale Army in writing within 30 days of the date you first created a profile on Scale Army’s platform. To opt out of the arbitration provision, send a written notification to Scale Army at [email protected] that includes your name, your address, your telephone number, your e-mail address and a statement indicating that you wish to opt out of the arbitration provision. Opting out of this arbitration provision will not affect any other terms of this agreement. If you do not opt out as provided in this section, continuing to use the Scale Army platform constitutes mutual acceptance of the terms of this arbitration provision by you and Scale Army. You have the right to consult with an attorney of your choice concerning this agreement and the arbitration provision
h.Class Action Waiver. YOU AND SCALE ARMY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.
i. Severability. If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
22. Reservation of Rights
Scale Army and its licensors exclusively own all right, title and interest in and to the Platform, including all associated intellectual property rights. You acknowledge that the Platform is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform.
23. Entire Agreement
These Terms constitute the entire and exclusive understanding and agreement between Scale Army and you regarding the Platform, and these Terms supersede and replace all prior oral or written understandings or agreements between Scale Army and you regarding the Platform. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Scale Army’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Scale Army may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
24. Notices
Any notices or other communications provided by Scale Army under these Terms will be given via email, via messages sent to your Account on the Platform or via a post to the Platform. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
25. Termination
We may suspend or terminate your access to and use of the Platform, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. Termination of your User account or access to the Platform does not terminate any payment or other obligations pursuant to an active project or Services Agreement you entered into with Scale Army.
26. Waiver of Rights
Scale Army’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an authorized representative of Scale Army. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
27. Contact for Questions
If you have any questions regarding this website or these Terms of Service, please contact our team at [email protected].