Terms of Service

1. The agreement

These Terms of Service (the “Terms”) form a binding agreement between you (the “Customer”) and [REVIEW: full legal entity name, e.g. “ScaleShift Labs Private Limited”], having its registered office at [REVIEW: registered address] (“ScaleShift”, “we”, “us”). They govern your access to and use of the ScaleShift Agency service (the “Service”), together with our Privacy Policy. By creating an account or using the Service you confirm that you accept these Terms and have authority to bind the organisation on whose behalf you are using the Service.

2. The Service

ScaleShift Agency is a software-as-a-service platform for AI- assisted marketing, sales, and workforce automation. We provide the Service on a subscription basis as described in your order form or sign-up plan. We may improve, modify, or add to the Service from time to time; we will not materially reduce the core functionality of a paid plan during a paid term without reasonable notice.

3. Your account

You are responsible for the accuracy of the information you provide on sign-up, for safeguarding your credentials, and for all activity that occurs under your account. Notify us at security@scaleshift.in without undue delay if you suspect unauthorised access.

Each workspace has a designated Owner who has the authority to add users, change roles, and terminate the workspace. The Owner accepts these Terms on behalf of all users in their workspace.

4. Acceptable use

You agree not to use the Service:

• to send unsolicited bulk communications (spam);
• to scrape or harvest data from third-party services in violation of those services' terms;
• to generate content that is unlawful, defamatory, infringes someone else's rights, or that you do not have a lawful basis to send under DPDP or the IT Act;
• to upload personal data into the Service without a lawful basis under the DPDP Act, or to upload Sensitive Personal Data or Information (SPDI Rule 3) without a separate written agreement with us;
• to attempt to gain unauthorised access to any part of the Service or its infrastructure, or to probe, scan, or test vulnerability without our prior written consent;
• to use the Service in a manner that interferes with other customers' use of it.

We may suspend or terminate an account that breaches this section. Where the breach is material and capable of cure, we will give reasonable notice and an opportunity to cure before terminating.

5. Fees and billing

Subscription fees, billing cycle, and currency are specified in your order form or the plan you select at sign-up. Unless otherwise stated:

• Fees are exclusive of applicable taxes unless stated otherwise.
• Paid plans are billed in advance for the period selected (monthly or annual).
• We may revise our published prices with [REVIEW: 30 days] notice; revised prices apply at your next renewal.
• Refund policy: [REVIEW: e.g. “Fees paid in advance are non-refundable except where required by law or agreed in writing in an order form.”]

Late payment may result in suspension of the Service after [REVIEW: 14 days] of an unpaid invoice. Interest on overdue amounts accrues at the statutory rate from the due date.

6. Your data

You retain all right, title, and interest in the data and content you upload into the Service (“Customer Data”). You grant us a limited, non-exclusive licence to use the Customer Data solely to provide and improve the Service for you. We will not access or use Customer Data for any other purpose without your prior written consent.

Where Customer Data includes personal data about your customers or prospects, you are the Data Fiduciary under the DPDP Act and we are your Data Processor. The terms of that processing relationship — including security obligations and breach notification — are set out in our Privacy Policy and, where applicable, a separate Data Processing Addendum.

On termination of your subscription, we will retain your Customer Data for [REVIEW: 30 days] to allow you to export it, after which we will delete it from active systems and from backups in line with our deletion cycle.

7. AI-generated outputs

The Service uses generative AI models to produce suggestions, drafts, and recommendations (“AI Outputs”). AI Outputs are advisory only. You are responsible for reviewing and approving any AI Output before publishing, sending, or acting on it. We make no representation that AI Outputs are accurate, complete, or fit for any particular purpose.

In particular, where the Service drafts emails or other outbound communications, you are responsible for ensuring those communications comply with the DPDP Act, the IT Act, and any other applicable law, including obtaining any required consent from the recipient.

8. Our intellectual property

The Service, including all underlying software, models, interfaces, and documentation, is and remains our property and that of our licensors. Nothing in these Terms grants you any right in the Service except the limited right to use it during your subscription.

9. Warranties and disclaimers

We warrant that we will provide the Service with reasonable skill and care and substantially in accordance with our published documentation. Except for that express warranty and to the maximum extent permitted by applicable law, the Service is provided “as is” and we disclaim all other warranties, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

10. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable to the other for indirect, incidental, consequential, or punitive damages, or for any loss of profits, revenue, goodwill, or data, arising out of or relating to these Terms or the Service.

Our aggregate liability to you in any twelve-month period, whether in contract, tort, or otherwise, is limited to the fees you paid to us in the twelve months immediately preceding the event giving rise to the claim. This limitation does not apply to liability that cannot be excluded under applicable law, including liability arising from our wilful misconduct or fraud.

11. Indemnity

You will indemnify and hold us harmless against any claim by a third party arising out of (a) your breach of section 4 (acceptable use), (b) Customer Data that infringes the third-party's rights or violates applicable law, or (c) your use of an AI Output in a manner that breaches applicable law.

12. Termination

You may cancel your subscription at any time from your workspace settings; cancellation takes effect at the end of the then-current billing period. We may terminate or suspend the Service for material breach of these Terms after reasonable notice and an opportunity to cure (where the breach is capable of cure), or immediately on written notice if you become insolvent or commit a breach incapable of cure.

13. Governing law and dispute resolution

These Terms are governed by the laws of India. Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration under the [REVIEW: e.g. Arbitration and Conciliation Act, 1996]. The seat of arbitration shall be [REVIEW: e.g. Bengaluru, Karnataka]. The arbitration shall be conducted in English by a sole arbitrator [REVIEW: appointment mechanism]. The courts at [REVIEW: same city as seat of arbitration] shall have exclusive jurisdiction over any matter not arbitrable.

14. Grievance Officer

In accordance with the DPDP Act and the IT Act, our Grievance Officer is [REVIEW: full name], contactable at grievance@scaleshift.in. Complaints will be acknowledged within 48 hours and resolved within 30 days of receipt.

15. Notices

Notices to us must be sent to legal@scaleshift.in with a copy to our registered office. Notices to you will be sent to the email address associated with your account; you are responsible for keeping that address current.

16. Miscellaneous

These Terms (together with the Privacy Policy and any order form referenced) constitute the entire agreement between us and supersede all prior agreements on the same subject. If any provision is found unenforceable, the rest will remain in force. We may assign these Terms to a successor in connection with a merger or sale; you may not assign these Terms without our prior written consent.

We may amend these Terms from time to time. Material changes will be announced in-app and via email at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance.