Website Terms of Use

Effective Date: September 7, 2023

These Terms of Use and our privacy policy govern your use of our website available at www.scalematters.com (the “Site”) and your purchase of goods and services offered on the Site and constitute a legally binding agreement between you and scaleMatters, Inc. (“scaleMatters,” “we,” “us” or “our”); please read them carefully. BY USING THE SITE, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE AND OUR WEBSITE PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU ARE NOT AUTHORIZED TO USE THE SITE.

 

1. Scope of this Policy

The Site, and the information, writings, files, documents, text, photographs, images, audio, and video which it contains, and any material made available for download on the Site (collectively, the “Content”) are the property of scaleMatters or its licensors, as applicable. All rights not expressly granted herein are reserved to us and our licensors.

 

2. Use of scaleMatters Content; Security and Restrictions

We authorize you to view or download the Content on the Site solely for your personal, noncommercial use if you do not remove the copyright and other proprietary rights notices which are contained in the Content. You may not copy, distribute, modify, create derivative works of, reproduce, publish or use, in whole or in part, any Content except for purposes explicitly authorized by these Terms of Use. Content and features are subject to change or termination without notice in our editorial discretion.

 By accessing the Site, you agree that you will not:

  • Use the Site in violation of these Terms of Use; or
  • Use the Site in any way that violates any applicable federal, state, local or international law or regulation; or
  • Copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so; or
  • Sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content in any way; or
  • Use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Site in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; or
  • Use the Site in any manner that damages, disables, overburdens, or impairs this or any Website or interferes with any other party’s use of the Site; or
  • Engage in any conduct that restricts, inhibits or interferes with anyone’s use or enjoyment of the Site or which, as determined by us, may harm scaleMatters or users of the Site or expose them to liability; or
  • Mirror or frame the Site or any part of it on any other web site or web page; or
  • Attempt to, or gain unauthorized access to the Site; or
  • Access the Site by any means other than through the interface that is provided by scaleMatters for use in accessing the Site; or
  • Use the Site for any purpose or in any manner that is unlawful or prohibited by these Terms of Use.

You are prohibited from violating or attempting to violate the security of the Site, including, without limitation, by (a) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (b) accessing or using the Site or any portion thereof without authorization; or (d) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.

In the event access to the Site or a portion thereof is limited by requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only your user ID and password as provided to you by scaleMatters. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. Your access to the Site may be revoked by scaleMatters at any time with or without cause. If you violate any of these Terms of Use, your permission to use the Content automatically terminates and you must immediately destroy any copies you have made of any portion of the Content.

3. Copyrights and Trademarks

The Site is based upon proprietary scaleMatters technology and includes the Content. The Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. Any unauthorized use of any Content or the Site may violate patent, copyright, trademark, and other laws. The Site, including all intellectual property rights in the Site, belongs to and is the property of scaleMatters or its licensors (if any). scaleMatters owns and retains all copyrights in the Content. Except as specifically permitted on the Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or the Site, in whole or in part, by any means. scaleMatters and our logos and other marks used by scaleMatters from time to time are trademarks and the property of scaleMatters. The appearance, layout, color scheme, and design of the scaleMatters.com site are protected trade dress. You do not receive any right or license to use the foregoing. scaleMatters may use and incorporate into the Site or the Services any suggestions or other feedback you provide, without payment or condition.

3.a. Information and Materials You Post or Provide.

You represent that you have all right, title, and interest to materials you post on the Site or provide to scaleMatters ("Materials"), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials, and that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You further represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the Materials is true and your own work or work you are authorized to submit, and that the Materials do not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly and with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Use.

4. Reporting Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on the Site, website(s) or the Services should be sent to scaleMatters’ designated Copyright Agent. Below are instructions for the reporting of claims of copyright infringement. 

We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from our websites or in our Services infringe your copyright, you may request removal of those materials (or access to them) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA“), the written notice (the “DMCA Notice“) must include the following:

  • Your physical or electronic signature; and
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the website(s), a representative list of such works; and
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; and
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); and
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the written notice is accurate; and
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Foundry General Counsel, PLLC
Attn: DMCA Agent
907 Shady Drive, SE
Vienna, VA 22180
703.929.7453
DMCA@foundrygc.com

Your DMCA Notice may be ineffective if you fail to comply with the requirements of Section 512(c)(3) of the DMCA. Please be aware that if you knowingly materially misrepresent that material or activity on our website(s) or Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

5. Links to Other Sites

From time-to-time we may provide links to third party websites and services that we think may be of interest to you. scaleMatters makes no representations whatsoever about any other website that you may access through this Site. When you access a non-scaleMatters website, please understand that it is independent from scaleMatters, and that scaleMatters has no control over the content on that website. In addition, a link to a non-scaleMatters website does not mean that scaleMatters endorses or accepts any responsibility for the Content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third-party websites linked to this Site, you do this entirely at your own risk.

6. Limitation of Liability and Disclaimer of Warranties

SCALEMATTERS DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE WILL BE CORRECTED. EXCEPT AS MAY BE PROVIDED IN THE CLIENT AGREEMENT WITH REGARD TO PRODUCTS AND SERVICES PROVIDED BY SCALEMATTERS, THIS SITE, INCLUDING ANY CONTENT CONTAINED WITHIN IT, ANY SITE-RELATED SERVICE, OR PRODUCT OR SERVICE PURCHASED THROUGH THE SITE IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. SCALEMATTERS DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE SITE.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS SITE, SITE-RELATED SERVICES, AND LINKED SITES. SCALEMATTERS DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.

SCALEMATTERS AND ANY THIRD PARTIES MENTIONED ON THIS SITE ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE, SITE-RELATED SERVICES, CONTENT, INFORMATION CONTAINED WITHIN THE SITE, ANY LINKED SITE, OR ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE, SITE-RELATED SERVICES, CONTENT, INFORMATION CONTAINED WITHIN THE SITE, ANY LINKED SITE, OR ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE IS TO STOP USING THE SITE AND/OR THOSE PRODUCTS OR SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF SCALEMATTERS TO YOU WITH RESPECT TO YOUR USE OF THIS SITE AND ANY PRODUCTS OR SERVICES PURCHASED BY YOU THROUGH THE SITE IS ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS APPLY EVEN IF THE REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE. 

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

7. Indemnification

You understand and agree that you are personally responsible for your behavior on the Site. You agree to indemnify, defend and hold harmless scaleMatters, its parent companies, subsidiaries, affiliated companies, joint venturers, business partners, licensors, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of your (or of anyone using your user ID and password) use, misuse, or inability to use the Site or the Content, violation of applicable law, or any violation by you of these Terms of Use.  

8. Governing Law

All matters relating to the Site and these Terms of Use shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Montgomery County, Maryland, in the event of any dispute of any kind arising from or relating to these Terms of Use, Acceptable Use Policy, Privacy Policy, your use of the Site, any other scaleMatters’ web site or the Content.

9. Miscellaneous

No waiver by scaleMatters of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of scaleMatters to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any of these Terms of Use shall be deemed a further or continuing waiver of such term or condition or any other term or condition.

These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. 

The Effective Date of these Terms of Use is set forth at the top of this webpage. We may change these Terms of Use from time to time in our discretion. Changes will be posted to this webpage. We encourage you to return to this webpage frequently so that you are aware of our current Terms of Use. Your continued use of the Site after the Effective Date constitutes your acceptance of the amended Terms of Use. The amended Terms of Use supersede all previous versions.

The provisions of these Terms of Use which by their nature should survive the termination of these Terms of Use shall survive such termination.

Privacy. Your use of the Site is subject to the scaleMatters Privacy Policy (available at https://www.scalematters.com/privacy-policy).

Acceptable Use. Your use of the Site and Services is subject to the scaleMatters Acceptable Use Policy (available at https://www.scalematters.com/acceptable-use-policy.) 

Additional Terms of Service. If you are a customer of scaleMatters or an employee, representative or agent of a scaleMatters customer, your use of the scaleMatters Services is subject to scaleMatters’ Terms of Service, available at https://www.scalematters.com/terms-of-service. Purchase or use of our goods and services offered on the Site constitutes a legally binding agreement between you and scaleMatters. Please read these Terms of Use, Acceptable Use Policy, Privacy Policy and Terms of Service carefully.

 

10. Contact Information

Please send all questions, comments and notices regarding these Terms of Use to:

scaleMatters, Inc.

12706 Split Creek Ct.

North Potomac, MD 20878