Terms of Service | Scaffold

These Terms of Service ("Terms") are a binding agreement between you and Scaffold Technologies, Inc. ("Scaffold," "we," "us," or "our") governing your access to and use of scaffoldhq.com, any related websites, and any products, pilots, betas, software, features, content, communications, and services we make available (collectively, the "Services").

By accessing or using the Services, you agree to these Terms. If you are using the Services on behalf of a company or other entity, you represent that you have authority to bind that entity to these Terms, and "you" includes that entity.

If you do not agree to these Terms, do not use the Services.

1. Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services.

2. The Services

Scaffold provides software and related services intended to help organizations improve manager execution, coaching, follow-through, and related workflows.

The Services may include beta, pilot, preview, or early-access features. Those features may be incomplete, change without notice, or be discontinued at any time.

We may modify, suspend, or discontinue any part of the Services at any time.

3. Accounts and workspace access

To use certain Services, you may need an account or access through an organization workspace.

You agree to:

provide accurate information
keep your login credentials confidential
use the Services only for authorized business purposes
promptly notify us if you believe your account has been compromised

You are responsible for activity under your account except to the extent caused by our breach of these Terms or applicable law.

4. Customer data and inputs

You or your organization may submit, connect, upload, or otherwise make available data, documents, messages, prompts, configurations, or other materials through the Services ("Customer Data").

You retain ownership of Customer Data, subject to the rights you grant us in these Terms and any separate written agreement.

You grant us a limited, non-exclusive right to host, store, reproduce, process, transmit, and otherwise use Customer Data as necessary to provide, secure, support, and improve the Services, to comply with law, and to enforce our agreements.

You represent and warrant that you have all rights and permissions needed to provide Customer Data to us and to authorize our processing of it.

5. Acceptable use

You agree not to, and not to permit others to:

use the Services in violation of law or regulation
infringe or misappropriate intellectual property, privacy, or other rights
upload malicious code, malware, or harmful content
interfere with or disrupt the integrity or performance of the Services
attempt unauthorized access to the Services or related systems
use the Services to build a competing product or to benchmark the Services without our written permission
resell, sublicense, or commercially exploit the Services except as expressly authorized in writing
use the Services to make fully automated employment, legal, or similarly consequential decisions without meaningful human review

6. Integrations and third-party services

The Services may interoperate with third-party services, such as calendar systems, communication tools, and HR platforms.

Your use of those third-party services is governed by their own terms and privacy policies. We are not responsible for third-party services, their availability, or their security practices.

If you enable an integration, you authorize us to access and process data made available through that integration in accordance with our Privacy Policy and any applicable customer agreement.

7. AI features

Some parts of the Services may use AI or automated processing to generate summaries, suggestions, drafts, classifications, or recommendations.

AI-generated outputs may be inaccurate, incomplete, or inappropriate for a specific situation. You are responsible for reviewing outputs before using them.

Scaffold provides decision support and workflow assistance. Unless we explicitly agree otherwise in writing, Scaffold does not provide legal advice, employment law advice, or professional HR advice, and Scaffold does not make employment decisions on your behalf.

8. Feedback

If you provide us with ideas, suggestions, comments, or feedback about the Services, you grant us a worldwide, perpetual, irrevocable, non-exclusive, royalty-free right to use that feedback for any lawful purpose without restriction or compensation to you.

9. Intellectual property

The Services, including software, design, text, graphics, trademarks, logos, and other content provided by us, are owned by or licensed to Scaffold and are protected by applicable intellectual property laws.

Except for the limited rights expressly granted in these Terms, we reserve all rights.

10. Fees and paid services

If you purchase paid services, pilot services, or a subscription, additional commercial terms may apply, including pricing, billing, payment timing, renewal, and usage limits.

Those commercial terms may appear in an order form, statement of work, pilot agreement, or other written agreement between you and us. If there is a conflict between these Terms and a signed commercial agreement, the signed commercial agreement will control for that subject matter.

11. Confidentiality

If we disclose non-public information identified as confidential, or that reasonably should be understood to be confidential, you will protect it using reasonable care and use it only as needed to evaluate or use the Services.

This section does not apply to information that is public without breach, already known without confidentiality obligation, independently developed, or lawfully received from another source.

12. Suspension and termination

We may suspend or terminate access to the Services if:

you violate these Terms
your use creates a security risk or legal risk
we are required to do so by law
fees owed under an applicable commercial agreement remain unpaid

You may stop using the Services at any time.

Sections that by their nature should survive termination will survive, including sections on intellectual property, disclaimers, limitations of liability, indemnification, confidentiality, governing law, and dispute resolution.

13. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCAFFOLD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, secure, or that outputs will be accurate or complete.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCAFFOLD AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SCAFFOLD FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO SCAFFOLD FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

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

15. Indemnification

You will indemnify, defend, and hold harmless Scaffold and its affiliates, officers, employees, contractors, and licensors from and against claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to:

your breach of these Terms
your Customer Data
your misuse of the Services
your violation of law or the rights of a third party

16. Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules.

Any dispute arising from or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each party consents to personal jurisdiction and venue there.

17. Changes to these Terms

We may update these Terms from time to time. If we make material changes, we will post the updated Terms here and update the "Last updated" date above. Your continued use of the Services after the effective date of the updated Terms constitutes acceptance of the updated Terms.

18. General

These Terms, together with our Privacy Policy and any applicable written commercial agreement, are the entire agreement between you and us regarding the Services, except as otherwise expressly stated.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

Our failure to enforce any provision is not a waiver.

You may not assign these Terms without our prior written consent. We may assign these Terms as part of a merger, acquisition, reorganization, or sale of assets.

19. Contact

If you have questions about these Terms, contact:

Scaffold Technologies, Inc.
legal@scaffoldhq.com