Terms and Conditions

1. Overview

These Terms and Conditions ("Terms") are a legally binding agreement between Ruslan Dzhafarov, Warsaw, Poland, who operates Scalemate ("Scalemate," "we," "us," "our"), and the person or organization using the Service ("Customer," "you," "your"). Our company details are listed in Section 21.

By creating an account, buying a plan or otherwise using the Service, you accept these Terms. If you accept them on behalf of an organization, you confirm that you have the authority to bind it.

The Service is intended for businesses and professionals who use it for their business. You must be at least 18 years old to use it.

If you have a signed agreement or order form with us that covers the Service, it prevails where it conflicts with these Terms. These Terms apply to anything that agreement doesn't cover.

Our Refund Policy forms part of these Terms. Our Privacy Policy explains how we handle personal data.

2. Key terms

• Service: the Scalemate web application, website, API and related services that let you create, launch and manage ads on Ad Platforms.
• Ad Platform: a third-party advertising platform you connect to the Service, currently Meta (Facebook and Instagram) and TikTok.
• Ad Account: an advertising account, business manager, page or related asset on an Ad Platform that you connect to the Service.
• Ad Spend: money spent on advertising on Ad Platforms. Ad Platforms bill you for Ad Spend directly. It is not part of the fees you pay to Scalemate.
• Customer Content: anything you upload, create or connect in the Service, including creatives (images, videos, copy), campaign structures, budgets, targeting and audience settings, Ad Account configuration and performance data.
• Plan: the Free plan or the paid subscription you use, as described on our pricing page or in your order form.

3. Your account

• Keep your account information accurate and up to date.
• Keep your login credentials secure and tell us at info@scalemate.co if you suspect unauthorized access.
• You are responsible for all activity in your account, including the activity of people you invite to your organization.
• You connect Ad Accounts through each Ad Platform's official authorization. You confirm that you are allowed to manage the Ad Accounts you connect. You can revoke our access at any time in the Service or in the Ad Platform's settings.

To use the Service you need an internet connection, a current version of Chrome, Firefox, Safari or Edge, an email address and, for features that work with Ad Platforms, an account on that Ad Platform.

4. Acceptable use

You must use the Service in line with applicable law and with the terms and advertising policies of each Ad Platform. You must not:

• create or run ads that are unlawful or misleading, or that infringe the rights of others, or upload unlawful content;
• share account access with people outside your organization, or resell access to the Service without our written consent;
• copy, modify, decompile or reverse engineer the Service, or try to get around usage limits or security measures;
• use the Service to build a competing product;
• access the Service with bots, scrapers or other automated means, except through our documented API;
• interfere with the Service or its infrastructure, or upload malware.

5. Ad Platforms and your ads

Ad Platform decisions. Ad Platforms alone decide the status of your Ad Accounts, business managers, pages and ads, including reviews, rejections, restrictions, suspensions and bans. We don't control those decisions and cannot reinstate a restricted or disabled account.

Your responsibility. You are solely responsible for:

• the creatives, claims, landing pages, offers and targeting you launch or manage through the Service;
• complying with each Ad Platform's terms and advertising policies;
• your Ad Spend and your payment methods on Ad Platforms;
• how you set up and use bulk launching, automated rules, the API and other features. Automated rules act exactly as you configure them, for example by pausing ads or changing budgets, so check their conditions and actions before you turn them on.

Your ads are your own. You are the advertiser for every ad you create, launch or manage through the Service, including ads launched in bulk, by automated rules or through the API. We don't review, approve or endorse your ads, creatives or landing pages, or the products and services you advertise. We are not responsible for them or for your dealings with the people who see or respond to your ads.

Ad Platform changes. The Service depends on Ad Platform APIs. If an Ad Platform changes or restricts its API, some features may change or stop working. We will make reasonable efforts to adapt.

Liability. Unless the loss is caused by our breach of these Terms, we are not liable for Ad Spend, lost delivery, rejected ads, or restrictions, suspensions or bans imposed by Ad Platforms, including where they follow your use of the Service. Our liability is always subject to Section 14.

Help with appeals. Where reasonably practicable, we will help you investigate a restriction on an Ad Account connected to the Service. We can't guarantee that an appeal will succeed.

6. Plans, billing and renewal

• Free plan. The Free plan costs nothing and has the usage limits shown on our pricing page. We may change the Free plan and its limits.
• Paid plans. Fees, limits and the billing period are shown when you buy or in your order form. Fees are charged in advance at the start of each billing period.
• Automatic renewal. Paid subscriptions renew automatically for the same billing period until you cancel.
• Taxes. Prices may not include taxes such as VAT or sales tax. These are added where the law requires.
• Payment processing. Payments are processed by our third-party payment provider. We don't store full card details. If a reseller acts as the merchant of record for your purchase, its buyer terms also apply to that transaction.
• Failed payments. We or our payment provider may retry a failed payment. If it still fails, we may move your account to the Free plan or suspend paid features after notifying you.
• Price changes. We will email you at least 30 days before a price change for your subscription takes effect. The new price applies from your first billing period after that notice. If you don't agree, you can cancel before it takes effect.

7. Cancellation and refunds

• You can cancel your subscription at any time in your billing settings or by emailing info@scalemate.co. Cancellation stops future renewals. You keep paid features until the end of the billing period you have paid for, and then your account moves to the Free plan.
• Refunds are covered by our Refund Policy, including our 30-day money-back guarantee and its conditions.
• If we charge you by mistake, for example a duplicate charge or a charge after you asked us to cancel, we refund it in full whenever you tell us.

8. Customer Content and data

Ownership. You keep all rights in your Customer Content.

Permission to use it. You give us a non-exclusive, worldwide, royalty-free license to host, store, process, copy, adapt (for example resize or convert formats) and transmit Customer Content only as needed to provide, secure and support the Service. This includes sending it to Ad Platforms and other integrations when you instruct us to. The license ends when the content is deleted from the Service, subject to backup retention.

Your rights to the content. You confirm that you have all rights and permissions needed for your Customer Content and for the Ad Accounts you connect.

Personal data. Where Customer Content includes personal data that we process on your behalf, we act as your processor under the GDPR and UK GDPR. We process that data only to provide the Service, following your instructions as set out in these Terms and in how you use the Service, and we protect it with appropriate technical and organizational measures. On request, we will sign a data processing agreement with you. Our Privacy Policy explains how we handle personal data as a controller, for example your account and billing details.

Deletion. When you close your account, we delete Customer Content as described in our Privacy Policy, except for data we must keep by law, such as invoices.

9. Confidentiality

Each party will use the other party's non-public information received in connection with the Service only to provide or use the Service. Each party will protect it with at least reasonable care and share it only with employees, contractors and subprocessors who need it for the Service and are bound by confidentiality obligations. Your Customer Content, including campaign structures, budgets, creatives and targeting, is your confidential information.

These obligations don't apply to information that is or becomes public through no fault of the receiving party, was already lawfully known to it, is developed independently, or is lawfully received from a third party. A party may disclose information where the law requires it. These obligations last for 3 years after our relationship ends, and for trade secrets for as long as they remain trade secrets.

10. Intellectual property and feedback

The Service, including its software, design, documentation and trademarks, belongs to Scalemate or its licensors. While you have a Plan, we give you a limited, non-exclusive, non-transferable right to use the Service for your business, including to manage ads for your clients.

If you send us feedback or suggestions, we may use them freely without any obligation to you. This doesn't give us any rights in your Customer Content.

11. Third-party services

The Service works with third-party services such as Ad Platforms and Google Drive. Your use of those services is governed by their own terms, and we are not responsible for their availability or actions. Our Privacy Policy lists the providers we use to run the Service.

12. Service changes and availability

• We keep improving the Service and may add, change or remove features. If we remove a feature that is a material part of your paid Plan, we will tell you in advance. You can then cancel and get a refund of prepaid fees for the rest of your billing period.
• We aim to keep the Service available but don't guarantee that it will be uninterrupted. Maintenance and outages at our hosting providers or Ad Platforms can affect it.
• Features marked as beta are provided as they are and may change or be discontinued.
• Reports, metrics, suggestions and other insights in the Service are for information only. Decisions about your ads are yours.

13. Disclaimer

To the extent permitted by law, the Service is provided "as is" and "as available." We don't guarantee that the Service will achieve particular advertising results, that it will be uninterrupted or error-free, or that your Ad Accounts will remain active or unrestricted. Nothing in these Terms limits rights that consumers have under mandatory law.

14. Limitation of liability

• We are not liable for indirect or consequential loss, or for loss of profits, revenue, data, goodwill or Ad Spend.
• Our total liability arising out of or related to the Service and these Terms is limited to the fees you paid us in the 12 months before the event that gave rise to the claim, or EUR 100 if you haven't paid us any fees.
• Nothing in these Terms limits liability for death or personal injury caused by negligence, for fraud, for damage caused intentionally or through gross negligence, or any other liability that cannot be limited under applicable law.

15. Indemnity

You will indemnify us against third-party claims arising from your Customer Content, your ads, the products and services you advertise, or your breach of these Terms or of Ad Platform policies. We will notify you promptly of any such claim and let you control its defense.

16. Suspension and termination

• You can stop using the Service and close your account at any time. Refunds for the current billing period follow our Refund Policy.
• We may suspend or end your access immediately if you materially breach these Terms, don't pay fees that are due, create a security or legal risk for us or others, or if an Ad Platform requires it. Where reasonable, we will notify you first and give you a chance to fix the issue.
• We may also stop providing the Service to you for any other reason by giving you at least 30 days' notice by email. In that case, we will refund prepaid fees for the unused part of your billing period.
• Sections that by their nature should continue after termination, such as payment obligations, confidentiality, intellectual property, liability, indemnity and governing law, continue to apply.

17. Changes to these Terms

We may update these Terms. For material changes, we will notify you by email or in the Service at least 30 days before they take effect. If you don't agree, you can cancel before that date, and we will refund prepaid fees for the unused part of your billing period. If you keep using the Service after that date, the updated Terms apply to you. Other changes, such as clarifications or terms for new features, take effect when we publish them. The date at the top of this page shows the current version.

18. Support and complaints

Send support requests and complaints to info@scalemate.co. Include the email address of your account and a description of the issue. We respond to complaints within 14 days.

19. Governing law and disputes

These Terms and any dispute arising out of or in connection with them are governed by the laws of Poland. The courts with jurisdiction over our place of business in Warsaw, Poland have exclusive jurisdiction. If you are a consumer, you also keep the protection of the mandatory laws of your country of residence and may bring a claim in the courts there.

Before going to court, both parties will try to resolve the dispute informally by email for at least 30 days.

20. General

• Entire agreement. These Terms, the Refund Policy and any order form are the entire agreement between you and us about the Service.
• Severability. If a court finds any part of these Terms unenforceable, the rest remains in effect.
• No waiver. If we don't enforce a right, we don't give it up.
• Assignment. You may not transfer your rights under these Terms without our written consent. We may transfer ours as part of a reorganization or sale of our business, and we will notify you if we do.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as outages at hosting providers or Ad Platforms, internet failures, natural disasters or government actions.
• Notices. We send notices to the email address on your account. You can send notices to info@scalemate.co.
• Language. These Terms are written in English. If we provide a translation, the English version prevails.

21. Company details