Terms of Use

By clicking "I agree", checking a box presented to you, creating an account, or otherwise accessing or using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not access or use the Platform.

If you access or use the Platform on behalf of a company or other organisation, you represent that you have authority to bind that organisation to these Terms, and "you" and "User" refer to that organisation. Each person who accesses the Platform under your account does so subject to these Terms.

These Terms incorporate by reference our Acceptable Use Policy (the "AUP") and our Privacy Policy, each available on the Platform. Your use of the AI features described in Section 6 is also governed by the AUP. If you have not reviewed the AUP and the Privacy Policy, do so before using the Platform.

Relationship to a signed agreement. If you, or the organisation you represent, have entered into a signed master services agreement, subscription agreement, or order form with Scallor (together, an "MSA"), that MSA governs the commercial relationship and your access to the Platform. These Terms apply to the extent they are not inconsistent with the MSA. In the event of a conflict between these Terms and an MSA, the MSA prevails for that customer and its authorised users.

We may revise these Terms from time to time. For material changes, we will provide notice by posting an updated version on the Platform, updating the effective date above, and, for account holders, by email or an in-product notice a reasonable period before the change takes effect. Non-material changes, such as corrections and clarifications, take effect when posted.

Your continued access to or use of the Platform after a change takes effect constitutes your acceptance of the revised Terms. If you do not agree to a change, your remedy is to stop using the Platform and, where applicable, close your account. We will keep the current version of these Terms available on the Platform.

The Platform is intended for use by businesses, including systems integrators and consulting firms, and their personnel. To use the Platform, you must be at least the age of majority in your province or territory of residence and able to form a binding contract.

If you create an account, you agree to provide accurate, current, and complete information, to keep that information up to date, and to keep your account credentials confidential. You are responsible for all activity that occurs under your account, whether or not authorised by you. Notify us promptly at [email protected] if you become aware of any unauthorised access to or use of your account. We may suspend an account we reasonably believe has been compromised while we investigate.

Subject to your compliance with these Terms and, where applicable, an MSA, Scallor grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable licence to access and use the Platform for your internal business purposes during the period of your authorised access.

This licence does not permit you to: (a) resell, rent, or make the Platform available to any third party except as expressly permitted; (b) copy, modify, translate, or create derivative works of the Platform or any part of it; (c) reverse engineer, decompile, or disassemble the Platform, or attempt to derive its source code, models, or underlying prompts, except to the extent this restriction is prohibited by applicable law; (d) access the Platform to build or train a competing product or service; (e) use any robot, spider, scraper, or other automated means to access the Platform without our prior written consent; or (f) remove or obscure any proprietary notice on the Platform.

You must use the Platform in compliance with these Terms, the AUP, and all applicable laws. Without limiting the AUP, you must not use the Platform to: violate any law or regulation; infringe the intellectual property, privacy, or other rights of any person; upload or transmit unlawful, defamatory, harassing, or malicious content or code; attempt to gain unauthorised access to the Platform, other accounts, or any connected system or network; or interfere with or disrupt the integrity or performance of the Platform.

The AUP sets out the rules that apply to your use of the Platform, including your use of the AI features. The AUP forms part of these Terms. Where the AUP and these Terms address the same subject, the more specific provision governs. A breach of the AUP is a breach of these Terms.

The Platform includes AI-enabled features, including an AI assistant known as "Pulse", that generate content, summaries, recommendations, and other outputs (collectively, "AI Output"). Usage of certain AI features is metered in units called "Pulse Actions", as described on the Platform or in your MSA.

AI Output is provided on an "as is" basis and is generated by probabilistic models. It may be inaccurate, incomplete, out of date, or unsuitable for your particular purpose, and it may not reflect current facts or your specific circumstances. AI Output does not constitute professional, legal, financial, accounting, or other advice, and it is not a substitute for the independent judgment of a qualified professional.

AI Output is intended as decision support only. A qualified member of your own personnel, or your own qualified adviser, must review and verify AI Output before you rely on it or act on it. This review obligation is yours; Scallor has no obligation to review, verify, or validate AI Output on your behalf. You are solely responsible for any decision you make, or action you take, based on AI Output. You must not use AI Output as the sole basis for any decision that has legal, financial, safety, or other significant consequences.

You are responsible for the inputs you submit to the AI features and for ensuring you have the rights and permissions necessary to submit them. Because AI models are probabilistic, AI Output generated for you may be similar to output generated for other users, and Scallor makes no representation that AI Output is unique or original.

As between you and Scallor, Scallor and its licensors own all right, title, and interest in and to the Platform, including all software, models, algorithms, prompts and system prompts, user interfaces, documentation, and the look, feel, and design of the Platform, and all intellectual property rights in the foregoing (collectively, the "Scallor Technology"). No rights are granted to you other than the limited licence expressly set out in these Terms.

"Scallor", "Pulse", and the related names, logos, and marks are trademarks of Scallor. Nothing in these Terms grants you any right to use those marks without our prior written consent.

If you provide suggestions, feedback, or ideas about the Platform, you grant Scallor a perpetual, irrevocable, worldwide, royalty-free licence to use and incorporate them into the Platform without restriction or obligation to you.

"Customer Content" means the data, materials, and other content that you or your users submit to, or generate through, the Platform, including inputs you provide to the AI features. As between you and Scallor, you own and retain all right, title, and interest in and to Customer Content.

You grant Scallor a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, display, and otherwise use Customer Content, and to generate AI Output from it, in each case as necessary to provide, maintain, secure, and support the Platform and as described in the Privacy Policy and any applicable data processing agreement (a "DPA"). You represent that you have all rights necessary to submit Customer Content and to grant this licence, and that Customer Content does not infringe the rights of any third party or violate any law.

As between you and Scallor, and to the extent AI Output is capable of ownership, you own the AI Output generated for you through your use of the Platform, subject to Scallor's rights in the Scallor Technology and to your compliance with these Terms and the AUP. This mirrors the ownership position in the MSA; if there is any inconsistency for a customer with an MSA, the MSA governs.

The Platform is offered on a beta basis. Features are released across a beta journey, are provided for evaluation and early use, and are not final. Features may contain errors, may change, and may be added, modified, or deprecated on notice as the Platform develops.

We do not guarantee any level of uptime, availability, or service level for the Platform during beta, and no service level agreement applies unless expressly agreed in an MSA. We will use commercially reasonable efforts to make the Platform available and to operate it, and we may suspend or limit access to perform maintenance, address security, or manage capacity. You use beta features at your own risk and should not rely on them for production-critical or time-sensitive purposes.

THE PLATFORM, INCLUDING ALL AI OUTPUT AND ALL CONTENT, FEATURES, AND FUNCTIONALITY, IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SCALLOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, INCLUDING THE IMPLIED CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, SCALLOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF HARMFUL COMPONENTS, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, OR RELIABLE. YOU USE THE PLATFORM AT YOUR OWN RISK.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SCALLOR OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY AI OUTPUT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

For any User that has an MSA, the limitation of liability in the MSA governs and this Section 11 does not apply, consistent with Section 1. For every other User, to the fullest extent permitted by applicable law, Scallor's total aggregate liability for all claims arising out of or relating to the Platform will not exceed the greater of: (a) the total fees you paid to Scallor for access to the Platform in the twelve (12) months immediately preceding the event giving rise to the claim; or (b) for users who access the Platform or the website without paying fees, one hundred Canadian dollars (CAD \$100).

The limitations in this Section 11 do not apply to a Party's fraud or wilful misconduct, or to any liability that cannot be excluded or limited under applicable law, including applicable consumer protection legislation. The limitations in this section reflect the allocation of risk between you and Scallor and survive termination of these Terms.

You agree to indemnify, defend, and hold harmless Scallor and its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or connected with: (a) your access to or use of the Platform; (b) your Customer Content, including any claim that it infringes a third party's rights or was submitted or processed unlawfully; (c) your breach of these Terms or the AUP; or (d) your violation of any law or of the rights of any third party. We may assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defence.

We may suspend or terminate your access to the Platform, in whole or in part, if we reasonably believe you have breached these Terms or the AUP, failed to pay fees when due, or created a security, legal, or operational risk for Scallor, other users, or the Platform. Where practical, we will provide notice and an opportunity to address the issue before suspending or terminating, except where we reasonably believe immediate action is necessary to protect the Platform, other users, or any person.

You may stop using the Platform at any time and, if you have an account, close it. On termination, your licence to use the Platform ends and you must stop accessing it. The return, retention, and deletion of Customer Content on termination are governed by the Privacy Policy and any applicable DPA or MSA. The provisions of these Terms that by their nature should survive termination, including Sections 6, 7, 8, 10, 11, 12, 14, 15, and 16, survive.

Our collection, use, and disclosure of personal information in connection with the Platform is described in our Privacy Policy, which is incorporated into these Terms by reference. Where Scallor processes personal information on your behalf, that processing is governed by the applicable DPA. By using the Platform, you acknowledge the Privacy Policy and, where a DPA applies, agree to its terms.

These Terms, and any dispute arising out of or relating to them or to the Platform, are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of laws principles. You irrevocably attorn to, and agree that any dispute will be resolved exclusively in, the courts located in Toronto, Ontario, and you waive any objection to jurisdiction or venue in those courts.

Assignment. You may not assign or transfer these Terms, or any of your rights or obligations under them, without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

Force majeure. Scallor is not liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, outages, failures of third-party services or infrastructure, labour disputes, and government action.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be limited or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Waiver. No failure or delay by Scallor in exercising any right under these Terms operates as a waiver of that right, and no waiver is effective unless in writing.

Entire agreement. These Terms, together with the AUP, the Privacy Policy, any applicable DPA, and any additional terms posted for specific features, constitute the entire agreement between you and Scallor regarding the Platform and supersede any prior agreements or understandings on that subject. This section is subject to the precedence of an MSA set out in Section 1.

Notices. We may provide notices to you by posting on the Platform, by email to the address associated with your account, or through an in-product message. You may provide notices to us at the contact details in Section 17.

No third-party beneficiaries. These Terms do not create any rights in any person who is not a party to them, except that Scallor's directors, officers, employees, and agents may rely on the disclaimer, limitation of liability, and indemnity provisions.

If you have questions about these Terms, wish to report a violation, or wish to report content you believe infringes your intellectual property rights, contact us at [email protected], or in writing at 2 Robert Speck Pkwy, Suite 750, Mississauga, ON L4Z 1H8, Canada. For an intellectual property complaint, please include a description of the material, its location on the Platform, and your contact information.

These Terms incorporate our Acceptable Use Policy and Privacy Policy. See also our Data Processing Addendum and Trust and Compliance Centre.