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Terms of Service

Last updated: December 23, 2023

Please read these terms of service carefully. They contain important information regarding your legal rights, remedies and obligations. If you do not agree to any part of these terms of service, you may not use or access the service.

We are Saleh Alzahrani D/B/A ScaffoldAi and we and/or our affiliates (collectively, “we,” “us” or “our”) offer a service (the “Service”) via our website(s), including without limitation scaffold-ai.com (collectively, the “Site”). These Terms of Service  (“Terms of Service”) are a legally binding agreement between you (which means you individually if you are using the Service for your own personal use, or your employer if an individual is using the Service on behalf of his or her employer and has authority to legally bind such employer). By registering for an account (“Account”), accessing or using the Service, or otherwise indicating your assent to these Terms of Service, you agree that you have read, understand, and agree to be bound by these Terms of Service, whether or not you establish an Account and are a registered member (“Member”) of the Service and whether or not you submit any data, text, information, or other content through the Service, whether by direct submission or by a web link (collectively “Your Content”).

We reserve the right, in our sole discretion, to change, modify, add, or delete portions of these Terms of Service at any time with or without notice. If we do this, we will post the new version of these Terms of Service on our Site and will, if you are a Member, endeavor to notify you by email, utilizing the most recent email address (if any) associated with your Account.  We will indicate at the top of the Terms of Service the date they were last revised. Any new or different terms are effective upon posting and your continued use of the Service after such posting constitutes your acceptance of the new Terms of Service, which will apply to your use of the Service following such posting. If you do not agree to abide by any version of these Terms of Service, you may not use or access (or continue to use or access) the Service. It is your responsibility to regularly review the Terms of Service to determine if there have been changes.

Using the Service; Eligibility

By using the Service or establishing an Account and registering as a Member, you:

  1. expressly grant us a limited, non-exclusive, worldwide, fully paid, perpetual, irrevocable, transferable right and license to use, display, perform, copy, modify, create derivative works, and distribute Your Content (including any derivative works) for the purposes of: (i) providing the Service to you; and (ii) to the extent you indicate that Your Content may be shared with other users of the Service, to provide other users of the Service with access to and use of the shared portion of Your Content;
  2. represent and warrant that you have all necessary rights, licenses, and authority to provide us with the licenses and permissions granted to Your Content; and
  3. represent and warrant that you will comply at all times with applicable laws and with any terms, conditions, and policies imposed by any Third-Party Services (defined below) with which you choose to use the Service.

You acknowledge that we collect and aggregate data concerning Service user behavior, traffic and other interactive and telemetric information and that both during the period that you are a Member, and following the termination or cancellation of your Account, we may retain and use all such data to improve and market the Service, as well as our other products and services, provided that such data does not identify you, and that you cannot be identified through further processing of such data.

You are responsible for all activities with respect to your Account and Your Content. If you are using the Service on behalf of your employer or another person or entity, you are responsible for verifying that you have all necessary rights, licenses, and permissions to use the Service and provide Your Content. We have no obligation to review Your Content or any associated terms and conditions.

You must be thirteen (13) years of age or older to access or use the Service. By signing up as a Member or accessing or using the Service, you represent and warrant that you (including any individual user, if you are an entity) are at least thirteen (13) years old. If you are under the age of 13, you must have the explicit permission of your parent or guardian to use the Service and must use an Account established by your parent or guardian. Membership in and access to the Service is void where prohibited.

Purchases

All purchases made through the Website are processed by a third party payment processor, Paddle (paddle.com). Paddle may ask you for personal and/or non-personal information, such as your name, address, email address, credit card information, or other Personal Information. Paddle has a privacy policy (paddle.com/legal-buyers) that describes their collection and use of personal information. ScaffoldAi does not control Paddle or its collection or use of information. Any questions or concerns about Paddle’s practices should be directed to Paddle. Paddle provides us with certain non-personal information relating to purchases made by visitors to the Website. The non-personal information may include details of the purchase such as the date, amount paid, and product purchased. The non-personal purchase information may be linked to the Personal Information you provide to us (typically limited to your email address, as stated above). Paddle does not supply us with any of your other Personal Information such as your name, street address, or credit card information.

Term and Termination

These Terms of Service remain in full force and effect throughout the period that you are a Member or otherwise access or use the Service. You may delete your Account and end your membership at any time, for any reason, by contacting us at [email protected].  We may terminate your Account and your access to the Service for any reason at any time. Even after your use of the Service, deletion of your Account or termination, certain of your obligations under these Terms of Service that are applicable to periods following termination will remain in effect. You understand that termination of these Terms of Service and your Account may involve deletion of Your Content and other information from our databases. We have no obligation or liability whatsoever to you for any termination of your Account or Service access, or for any related deletion of Your Content or other information, provided, however, that in the event that you have a Paid Product and we terminate your Account or otherwise discontinue the Service other than due to a violation by you of these Terms of Service, we will refund to you any fees actually paid for such Paid Product that correspond to periods following such termination or discontinuation.

Your Content; Privacy

You are solely responsible for Your Content. You represent and warrant the following in connection with Your Content:

  1. Your Content, and our exercise of the license rights granted in these Terms of Service, do not and will not: (i) infringe or misappropriate the intellectual property or other rights of any third party; or (ii) violate any applicable law, regulation, or rule: or (iii) breach any agreement or otherwise violate any terms or conditions applicable to Your Content;
  2. You have received any consents necessary from any affected individual or household to the extent that Your Content identifies any individual or contains any personal information about any individual or household; and
  3. Your Content is, to the best of your knowledge after diligent efforts to verify, accurate, complete and truthful in all respects.

You understand and agree that we may, but are not obligated to, review, edit, delete, modify, remove, or filter any of Your Content for any reason, including if we believe Your Content may violate these Terms of Service. Except for the licenses granted by you to us with respect to Your Content, as between you and us, you own and retain all rights, title and interest in and to Your Content. By registering as a Member or using the Service, you agree that we may collect, use, and share Your Content as set forth in these Terms of Service and our Privacy Policy.

Prohibited Uses

You may use the Service only in compliance with these Terms of Service, as permitted by law (including applicable export and re-export control laws and regulations).  Using the Service in an illegal, abusive or otherwise inappropriate manner that interferes with or diminishes others’ use and enjoyment of the Service, or in a manner that subjects us or any other user of the Service to liability, is prohibited.  Without limiting the generality of the immediately previous sentence, for exemplary purposes only, you may not do any of the following:

  1. modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works of all or any part of the Service for any purpose;
  2. transfer, sublicense, lease, lend, rent or otherwise redistribute the Service, your Account, or your Service access to any third party;
  3. send, upload, create, or distribute any unlawful, defamatory, harassing, abusive, fraudulent, infringing, obscene, or otherwise objectionable content or information;
  4. intentionally create or distribute any malware, virus, worm, Trojan horse, or any other items of a harmful or deceptive nature;
  5. conduct or encourage illegal activity, including, without limitation, fraud, pyramid schemes, illegal peer-to-peer file sharing, or any activity that is prohibited by applicable law;
  6. create or transmit content or information that is or could be harmful to minors;
  7. misrepresent yourself or the source of any of Your Content;
  8. unlawfully transmit any proprietary information or data, or any other intellectual property, without the valid consent or license from the owner;
  9. use the Service to violate the legal rights of others; or
  10. use any part of the Service in connection with an effort to generate or facilitate “spam” (i.e., unsolicited commercial email), including, without limitation:
    • sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law;
    • sending unsolicited emails to a significant number of email addresses that belong to people or entities with whom you have no pre-existing relationship or who have requested that you not send them emails; and
    • disclosing the email address of any person, entity, or group without their knowledge and consent to such disclosure.
  11. interfere with other users’ use or enjoyment of the Service.

If you engage, or attempt to engage, in any of the above activities or uses, or otherwise use the Services in violation of the above or these Terms of Service or in a manner that we deem inappropriate, we may suspend or terminate your Account and your access to the Service.

Copyright Policy; DMCA Takedowns

We respect the intellectual property rights of others. If you are a copyright owner or an agent of such an owner and believe that any content or any material on the Service infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. §512(c)(3) for further detail):

  1. A physical or electronic signature of the owner of the right that is allegedly infringed or a person authorized to act on their behalf;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of the copyrighted works;
  3. Identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material on the Service;
  4. Information reasonably sufficient to permit us to contact the owner or agent, such as an address, telephone number, and email address;
  5. A statement that the owner or agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Our designated Copyright Agent to receive notifications of claimed infringement (or a counter-notification, if you believe your content has been wrongly removed) is:

[email protected]

You acknowledge that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

Third-Party Services and Accounts

The Service may contain links to other websites, and/or the Service may allow you to connect to third-party services (for example, to transmit Your Content from the third-party site or service to the Service) (such websites or services, each a “Third-Party Service”). We are not responsible for the content, accuracy or opinions expressed in such Third-Party Services, and we do not investigate, monitor, or check the accuracy or completeness of such Third-Party Services. Inclusion of any linked Third-Party Service on or through the Service does not imply approval or endorsement of the Third-Party Service by us. If you decide to access or utilize any Third-Party Service, you do so at your own risk, and you may be subject to third-party terms, conditions, and policies (“Third-Party Terms”).

In addition, we may permit you to log in to the Service via various online Third-Party Services. If you choose to login in this way, we will ask you to authenticate, register for, or log into such Third-Party Service through its respective provider. As part of such integration, such Third-Party Service will provide us with access to certain information that you have provided to such Third-Party Service, and we will use, store and disclose such information in accordance with these Terms of Service and our Privacy Policy. However, please remember that the manner in which any Third-Party Service uses, stores, and discloses your information is governed solely by the Third-Party Terms of such Third-Party Service, and we have no liability or responsibility for the privacy practices or other actions of any such Third-Party Service that may be enabled within the Service.

Our Intellectual Property Rights in the Service and Feedback

Excluding Your Content, as between you and us, the Service, including its entire contents, features, and functionality (including all information, software, text, data, displays, images, video, and audio, and the design, selection, and arrangement thereof) constitutes our exclusive property and is protected by copyright, trademark, and other intellectual property and proprietary rights laws of any country. Using the Service does not give you ownership of any intellectual property rights in or to any part of the Service. Except for the limited right to use the Service expressly granted to you in these Terms of Service, we reserve all rights, title and interest in and to the Service, including all associated intellectual property rights. You may not remove any proprietary rights notices (including copyright, trademark, or patent markings or notices) contained in or on any part of the Service.

You may submit feedback, questions, comments, suggestions, ideas, original or creative materials or other information about us or the Service (collectively, “Feedback”) to us. Feedback is nonconfidential. You hereby grant to us a royalty-free, worldwide, perpetual license to use or incorporate into our products and services any Feedback provided by you or on your behalf.

Changes to the Service

We reserve the right, in our discretion, to modify the Service with or without notice by adding, removing, or changing various features or elements of the Service. These modifications may affect your use of the Service. If you do not like a change to the Service, your sole remedy is to stop using the Service and deactivate your Account. We do not guarantee continuous availability of the Service, and various actions by us could prevent you from accessing the Service (including, without limitation, planned or unplanned maintenance, or discontinuation of part or all of the Service). We are not responsible or liable for any such actions or results.

Disclaimers

THE SERVICE AND ALL RELATED MATERIALS AND CONTENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE,” AND WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT GUARANTEE AND DO NOT PROMISE AVAILABILITY OF THE SERVICE OR ANY SPECIFIC RESULTS FROM USE OF THE SERVICE.

WE ARE NOT RESPONSIBLE FOR ANY OF YOUR CONTENT OR ANY OTHER USER’S CONTENT, INCLUDING CONTENT THAT VIOLATES THESE TERMS OF SERVICE OR THAT IS INCORRECT, INCOMPLETE, INACCURATE, OR OFFENSIVE, WHETHER SUCH CONDITION IS CAUSED BY USERS OF THE SERVICE, MEMBERS, OR BY ANY OF THE SOFTWARE OR INFRASTRUCTURE ASSOCIATED WITH OR USED TO PROVIDE THE SERVICE. WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY’S SERVICES OR PERFORMANCE, INCLUDING ANY THIRD PARTY PROVIDING SERVICES, DATA, OR INFRASTRUCTURE FOR THE SERVICE.

UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE'S USE OF THE SERVICE, ANY CONTENT POSTED ON THE SERVICE OR TRANSMITTED TO OTHER USERS, OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE.

THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.

Indemnity

You agree to indemnify us and hold us harmless (including our subsidiaries and affiliates, and each of their respective officers, employees, agents, and partners) from any loss, liability, or expense, including reasonable attorneys’ fees, resulting from any claim or demand by third party arising out of Your Content, your use of the Service, any breach by you of these Terms of Service or any Third-Party Terms, or your violation by you of any law or the rights of a third party.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST DATA OR PROFITS, ARISING OUT OF OR RESULTING FROM YOUR USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF SERVICE, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS, REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF THE AMOUNT PAID, IF ANY, BY YOU TO US FOR A PAID PRODUCT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM OR ONE HUNDRED DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU.

THESE LIMITATIONS APPLY EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE

Time Limit for Claims

Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Service or otherwise under these Terms of Service must be filed within one (1) year after such claim or cause of action arose. If you fail to bring a claim within that time period, you agree to be forever barred from bringing such claim. The provisions of this section relating to the Time Limit for Claims constitutes a separate written and legally binding agreement by and between you and us.

Governing Law and Exclusive Venue

Dispute Resolution

  1. Exceptions. As limited exceptions to sub-section (a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights.
  2. Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against us, you agree to try to resolve the dispute informally by sending us notice at [email protected] with the subject heading “DISPUTE RESOLUTION NOTICE”, which notice shall include your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
  3. 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 of Service. 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
  4. Location of arbitration.  The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in San Francisco, California or at another mutually agreed location. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, we will pay them for you. We will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.
  5. Injunctive and Declaratory Relief. Except as provided in sub-section (b) above (Exceptions), 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.
  6. Class Action Waiver. YOU AND WE 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 parties’ 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. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
  7. Severability. With the exception of any of the provisions in sub-section (g) above (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms of Service is invalid or unenforceable, the other parts of these Terms of Service will still apply.

Miscellaneous

These Terms of Service constitute the entire agreement between you and us regarding the use of the Service, superseding any prior agreements between you and us relating to your use of the Service. The failure by us to exercise or enforce any right or provision of these Terms of Service does not constitute a waiver of such right or provision. We may assign our rights and/or delegate our obligations under these Terms of Service to any third party without notice or consent. By using the Service and/or signing up for an Account, you consent to our contacting you via email or other electronic means and acknowledge the sufficiency of any such electronic communication.  Words importing the singular include the plural, words importing any gender include every gender and words importing persons include entities, corporate and otherwise; and (in each case) vice versa.  The section headings are for ease of reference only and shall not affect the interpretation or construction of these Terms of Service.  As used herein, the words “shall” and “will” are to be interpreted as imperative and mandatory, and not permissive.  Whenever the terms “including” or “include” are used in these Terms of Service in connection with a single item or a list of items within a particular classification (whether or not the term is followed by the phrase “but not limited to” or words of similar effect) that reference shall be interpreted to be illustrative only, and shall not be interpreted as a limitation on, or an exclusive enumeration of, the items within such classification.

Contact Us

If you have questions, wish to resolve a complaint regarding the Service, or would like further information regarding use of the Service, please contact us at:

[email protected]