Standard Terms of Service

[TERM_1] Created on: 31.07.2025 - Last modified / reviewed: 15.09.2025

These SCALEFLEX SAS Terms of Service (these "Terms") are entered into by and between SCALEFLEX SAS ("Scaleflex") and the entity that executed the applicable Order Form ("Customer"). These Terms incorporate by reference, as if fully set forth herein, Scaleflex’s Usage Policies (defined below). Any capitalized terms used but not defined in these Terms will have the meanings given to them in the Agreement and its associated documents

1. The Services

1.1. Scaleflex offers two cloud-based Software-as-a-Service (SaaS) solutions, each with defined functionalities, features, and limitations:

• “Cloudimage” is an image and video optimization solution, which includes a basic Asset Library and selected AI features. Cloudimage is made available through self-service plans with limited functionality and usage, as well as customized Enterprise plans. Cloudimage is not offered on-premise and does not provide full digital asset management capabilities. Advanced features, including indexation, organization, collaboration, and granular user rights management, are limited. Cloudimage is intended as an entry-level solution to support the scaling of asset catalogs prior to evolving to the Visual Experience Platform (“VXP”).

• “Visual Experience Platform” or “VXP” is Scaleflex’s enterprise-only cloud-based Software-as-a-Service solution for image and video management, providing advanced digital asset management, AI-powered enrichment and transformation, internal and external asset sharing, and branded communication portals. The VXP is offered exclusively under Enterprise licenses and is not available on-premise.

1. Plan and Order Form

2.1. Scaleflex will provide Customer with access to the Service in accordance with this Agreement and the applicable Order Form or Plan. Until an annual Plan, or an Order Form is executed by the Parties, Scaleflex is not required to provide any services or access to any Service.

2.2. A Customer’s Affiliate may access and use the Service: (i) as a User under these Terms; or (ii) as a Customer under a separately executed Order Form between Customer’s Affiliate and Scaleflex that is governed by these Terms. Customer’s Affiliate will be solely liable to Scaleflex under such separately executed Order Form.

1. Service Access Terms

3.1. Rights We Grant You. Unless otherwise stated, Scaleflex and/or its licensors own the intellectual property rights of the website and the Services. You or the respective right holder, holds any and all rights to the Origin Asset and the User Content, and Scaleflex does not own any rights to the Origin Asset, the User Content and the Transformed Asset except for the rights to provide the Services to You as explicitly stated below. You are granted a personal, worldwide, non-sub-licensable, non-assignable, revocable, non-exclusive license to access and use the Services. Subject to the license below, all these intellectual property rights are reserved. This license is for the sole purpose of letting You use and enjoy the Services in a way that these Terms and our usage policies allow. Any software that we provide You may automatically download and install upgrades, updates or other new features. You may be able to configure new features from Your Console. You may not copy, modify, distribute, sell or lease any part of our Services unless otherwise agreed, nor may you reverse engineer or attempt to extract the source code of that software, unless applicable laws prohibit these restrictions or you have our written permission to do so.

3.2. Rights You Grant Us. Scaleflex’ Services let You upload, post, send, receive and store content. When You do that, you retain whatever ownership rights in that content you had to begin with. But You grant us a license to use that content in order to provide the Services to You. How broad that license is, depends on which Services you use and the settings you have selected. For all Services, You grant us a worldwide, non-exclusive, royalty-free license to host, store, transform and distribute the User Content. This license is for the limited purpose of operating, developing, providing and improving the Services and researching and developing new ones. Although we are not required to do so, You hereby authorize us to access, review, screen and delete your Customer Content at any time which would be in violation of these Terms as defined in Section 5 Customer Content. However, You alone remain responsible for the Customer Content you create, upload, post, send or store through the Services.

3.3. You must not: a) republish material from the Scaleflex Websites (including republication on another website); b) sell, rent or sub-license material from the Scaleflex Websites; c) reproduce, duplicate, copy or otherwise exploit material on the Scaleflex Websites for a commercial purpose; d) redistribute material from the Scaleflex Websites (except for content specifically and expressly made available for redistribution) e) use a token which was not assigned to You by Scaleflex for Your own use; doing so may result in the suspension of Your account.

3.4. Acceptable Use. The Service is designed and intended to hold and process Customer’s branding and marketing materials and its components or other digital assets as permitted by the AUP.

3.5. Customer and its Users will use the Product strictly in accordance with the AUP.

1. Ownership of Intellectual Property Rights

4.1. The Customer retains all rights, title, and interest in and to the Customer Content. Customer hereby grants Scaleflex a non-exclusive, non-transferable, non-sublicensable license to use Customer Content only as necessary to provide the Service to Customer and to carry out its obligations under the Agreement.

4.2. Scaleflex retains all rights, title, and interest in and to the Service and any documentation provided by Scaleflex and made available in the Service, including, but not limited to, all Service source code and object code. Scaleflex hereby grants to Customer all rights required for Customer to access and use the Service in accordance with the Agreement.

4.3. Except as expressly stated in the Agreement, no rights are granted by either Party to the other with respect to its intellectual property.

1. Customer Content

5.1. By using Customer Content in or through the Service, Customer represents and warrants that: (a) Customer owns the Customer Content and/or has the right to use it and the right to grant Scaleflex the rights as provided in the Agreement; (b) the Customer Content and Customer’s use of the Customer Content in or through the Service will not violate the privacy rights, publicity rights, intellectual property rights, contract rights or any other rights of any individual or entity; (c) the Customer Content and Customer’s use of the Customer Content will not violate any applicable laws; (d) Customer Content and Customer’s use of Customer Content is not threatening, abusive, harassing, stalking, defamatory, deceptive, false, misleading or fraudulent. Scaleflex reserves the right to take reasonably appropriate measures, including suspending Customer’s account, if Scaleflex receives credible notice alleging that Customer Content violates applicable law or the rights of any third party. Scaleflex will notify Customer in writing of such measures unless prohibited by applicable law.

5.2. Scaleflex respects the copyrights of its users and any other person. If you believe that your copyrights are abused on the Service, please send us a written notification at: [email protected] (“DMCA Notice”). Scaleflex will act in accordance with the Scaleflex DMCA Copyright Policy in any Customer Content that is alleged to infringe the copyright of any third party.

1. Scaleflex Obligations

6.1. Scaleflex will provide the Service with reasonable care and skill in a professional manner consistent with industry standards.

6.2. Scaleflex reserves the right, in its sole discretion, to make changes to the Service that it deems necessary or useful to: (a) maintain or enhance the security, quality or delivery of the Service or its cost efficiency; (b) adapt to technical or commercial market changes; or (c) to comply with applicable law or enhance security measures. Such changes will not substantially impair the functionalities of the Service.

1. Customer Obligations

7.1. The Customer will not copy documentation provided by Scaleflex, except as necessary for its Users to access and use the Service in accordance with the Agreement.

7.2. Customer will reasonably cooperate with Scaleflex in its provision of the Service, including, without limitation, making available to Scaleflex the Specifications as reasonably requested by Scaleflex.

7.3. Customer will provide Scaleflex with accurate and complete Specifications. Scaleflex will not be liable for any problems or issues arising from Customer’s inaccurate Specifications. In the event Customer discovers it has provided Scaleflex with inaccurate Specifications, it will promptly notify Scaleflex of such inaccuracies.

7.4. If Customer fails to provide Scaleflex with Specifications within a reasonable timeframe, or in accordance with a timeframe provided in any applicable Order Form, Scaleflex may impose a Work Pause until it receives such Specifications from Customer. If a Work Pause lasts for more than 90 calendar days, Scaleflex may terminate the Agreement For Cause as provided in Section 19.3.

1. Third Party Services

8.1. The Service does not require Third Party Services for its use. In the event, Customer uses Third Party Services, such use may be subject to third-party terms, disclaimers and policies. Scaleflex disclaims all liability arising in whole or in part from Customer’s use of Third Party Services, or Customer’s reliance on any privacy, data security, or other policies related to such Third Party Services.

1. Data Protection

9.1. In the event the Service processes Personal Data within Customer Content, Scaleflex will be deemed a Processor and Customer a Controller (or the equivalent under applicable data protection law), and such processing will be governed by the DPA.

9.2. Scaleflex may process Personal Data of Customer’s staff, representatives and Users, for the purposes of managing the business relationship, to provide and monitor access to the Service, to improve the Service and optimize its use. Scaleflex bases this processing on legitimate interest, and it will comply with its Global Privacy Policy, available at https://legal.scaleflex.com/privacy-and-data-processing/global-privacy-policy.

1. AI and Machine Learning model training

10.1. Usage Data and Customer Content may be used to develop, train, or enhance artificial intelligence or machine learning models that are part of Scaleflex’ products and services, including third-party components of the Product, and Customer authorizes Scaleflex to process its Usage Data and Customer Content for such purposes. However, (a) Usage Data and Customer Content must be aggregated before it can be used for these purposes, and (b) Scaleflex will use commercially reasonable efforts consistent with industry standard technology to anonymize Usage Data and Customer Content before such use. Nothing in this section will reduce or limit Scaleflex’ obligations regarding Personal Data that may be contained in Usage Data or Customer Content under Applicable Data Protection Laws. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Product features that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.

10.2. Please read carefully the Scaleflex Artificial Intelligence Privacy Policy.

1. Pricing and Payment Terms

11.1. Scaleflex will invoice Customer in accordance with the terms set forth in the Order Form or Plan. Customer will be deemed to have received an invoice if Scaleflex has sent it to the relevant email address as specified in the Account Activation Form, Cloudimage console or VXP hub (account owner email or billing section).

11.2. All Subscription Fees shall be paid in advance according to the billing schedule. Subscription Fees will be regarded as paid only after the payment has been confirmed. In the event that Customer is subject to the legacy payment schedule (payment in arrears), Scaleflex shall contact Customer to propose and agree upon an appropriate arrangement to facilitate the transition to the new payment schedule.

11.3. In the event of a new registration/subscription, the Service will be made available shortly after the Fees have been paid.

11.4. Unless otherwise provided, all prices are expressed in Euros. All Plan, other Services or Add-ons may be subject to currency exchange variations and will be reflected in your invoice.

11.5. All prices are exclusive of value-added tax (VAT) and other government taxes, banking fees, and regulatory fees that have been or are later imposed. Each Party agrees to pay any tax assessed to it by a competent tax authority. Customer will remit payment in full to Scaleflex regardless of any taxes that are required to be deducted or withheld. Any regulatory fees or other costs imposed by a governmental entity (e.g., registration in a particular jurisdiction) that result from Customer’s subscription hereunder shall be the exclusive responsibility of Customer, whether paid by Customer directly or paid by Scaleflex and subject to reimbursement.

11.6. Customer may dispute an invoice in good faith within twenty (20) calendar days of receiving the invoice by providing written notice to Scaleflex detailing the reasons for such dispute. Customer must timely pay any undisputed portion of the invoice.

11.7. Prices shall remain unchanged for twelve (12) months or Initial Term from the Order Form or Plan Start Date. Thereafter, the Subscription Fee shall be increased annually by 2% (“Standard Indexation”) on each anniversary. In the thirty (30) days preceding each anniversary, Scaleflex may, by written notice, request an additional adjustment reflecting supplier-imposed and/or market-driven changes beyond its control, not exceeding ten percent (10%) of the total Contract amount, such adjustment applying until the next anniversary.

11.8. If Customer uses a Purchase Order (“PO”), it must issue a PO upon execution of the Agreement, any renewal thereof, and any future add-on purchase. Any delay or failure in issuing a PO will not relieve the Customer of its payment obligations under the Agreement. Any terms and conditions in a Purchase Order will not apply to the Agreement.

11.9. If Customer fails to timely satisfy its payment obligations, Scaleflex may apply a late payment fee equal to ten percent (10%) of the overdue amount, assessed per unpaid invoice. The late payment fee shall accrue without prejudice to Scaleflex’s other rights and remedies under this Agreement or applicable law. You herewith agree to waive any and all rights and further agree to refrain from initiating any claims, actions or proceedings against Scaleflex, its affiliates parties, partners, its officers, directors, employees, and agents in case of non-payment.

11.10. Upon fifteen (15) business days’ written notice, Scaleflex may suspend access to the Service if Customer has failed to timely satisfy its payment obligations.

11.11. All payment obligations are non-cancellable, and all amounts paid are non-refundable.

11.12. Marketplace Purchases. In the event Customer purchases any Plan, Service, or Add-on through a third-party marketplace, such purchases shall be subject to the payment terms, billing processes, and refund policies of such third-party. Notwithstanding the foregoing, Customer acknowledges and agrees that any failure, delay, or mispayment in connection with such third-party transaction may result in the immediate suspension of access to the Service by Scaleflex until the payment matter is fully resolved to Scaleflex’s satisfaction.

1. Overuse Consumption

12.1. Customer acknowledges and agrees that the Services may be subject to usage limitations as specified in the applicable Order Form, Plan, or Documentation.

12.2. In the event Customer’s actual consumption exceeds the contracted limits, Scaleflex may (i) invoice Customer for such overuse at the then-current applicable rates, (ii) require Customer to upgrade to a higher Service Plan, or (iii) suspend or restrict access to the Services until the overuse is remedied.

12.3. Any overuse charges shall be due and payable upon issuance of the corresponding invoice, and any late payment thereof shall be governed by Clause 11.9.

1. Confidentiality

13.1. "Confidential Information" means any information that has come to either Party’s knowledge (whether before or after the execution of the first Order Form, whether orally, in writing, in electronic form or other media) by virtue of its business relationship with the other Party and that, among others, includes: (a) information that constitutes a trade secret; (b) information that is owned, developed or otherwise acquired by either Party, including the Party’s financial data, business plans, customer information, software, programming, systems and use documentation, technical information, technology, designs, ideas, inventions, data, data formats and files, and all copies and tangible embodiments thereof; (c) any information relating to software originating from Scaleflex; and (d) any other information that would be considered confidential by a reasonable person under the circumstances of its disclosure.

13.2. While performing its obligations under the Agreement, either Party may deliver Confidential Information to the other. If a Party receives the Confidential Information of the other, such receiving Party will: (a) use such Confidential Information solely for the purpose of carrying out its obligations according to the Agreement; (b) take reasonable precautions to protect such Confidential Information (including all precautions that such Party employs with respect to its own confidential materials), (c) not divulge any such Confidential Information or any information derived therefrom to any third party; and (d) only divulge such Confidential Information to those of its employees, representatives, Affiliates, auditors or insurance brokers who have a reasonable need to know such information and are subject to confidentiality obligations at least as stringent as those in this Section 13.

13.3. The provisions of Section 13.2 will not apply to: (a) any Confidential Information that (i) is or becomes generally available to the public through no improper action or inaction by the receiving Party or any of its employees, representatives, or Affiliates; (ii) was in possession of, or known by, the receiving Party prior to receiving it from the disclosing Party; (iii) was properly disclosed to the receiving Party without any obligation of confidentiality; or (iv) was discovered or created by the receiving Party without reliance on such Confidential Information; or (b) disclosures required by applicable law or to exercise its own rights under the Agreement, provided that the receiving Party (1) uses reasonable efforts to limit such disclosure and to obtain confidential treatment or a protective order with respect thereto, (2) allows the disclosing Party to participate in the proceedings related to such legal or court-ordered requirement (to the extent reasonably practical) and (3) reasonably cooperates with the efforts of the disclosing Party to contest or limit the scope of such required disclosure.

1. Service Analysis

14.1. Scaleflex endeavors to continually improve the Service. In doing so, Scaleflex may collect Usage Data. Usage Data is used to develop new features or improve existing features of the Service.

14.2. Such data is collected solely for internal purposes and shall not be sold, leased, or otherwise disclosed to third parties for commercial purposes.

1. Warranties

15.1. Scaleflex warrants to Customer that, as of the Effective Date: (a) it has the full right, power and authority to enter into, and fully perform its obligations under the Agreement; and (b) the Service will conform in all material respects with the functionalities as described in the Order Form. Customer’s sole and exclusive remedy for any breach of warranty in Section 15.1(b) are set forth in the SLA.

15.2. Customer warrants to Scaleflex that, as of the Effective Date: (a) it has the full right, power, and authority to enter into and fully perform its obligations under the Agreement; and (b) Users will comply with the Agreement. 15.3. EXCEPT AS EXPLICITLY STATED IN THE AGREEMENT, THE Service IS PROVIDED BY Scaleflex ON AN “AS-IS” BASIS. ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED OR CONTRACTUAL OR STATUTORY, ARE EXPRESSLY DISCLAIMED. WITHOUT LIMITATION, Scaleflex DOES NOT WARRANT THAT (a) THE OPERATION AND/OR USE OF THE Service WILL BE UNINTERRUPTED OR ERROR-FREE; (b) THE Service WILL PERFORM IN EVERY OPERATING ENVIRONMENT; (c) ALL DEFICIENCIES OR ERRORS IN THE Service ARE CAPABLE OF CORRECTION; OR (d) THE Service MEETS CUSTOMER’S REQUIREMENTS OR EXPECTATIONS. THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED.

1. Indemnifications

16.1. To the extent not prohibited by law, Scaleflex agrees to indemnify and defend Customer, its Affiliates, and its and their officers, directors, employees, agents, and representatives from and against any and all liabilities, expenses, damages and costs, including but not limited to, reasonable attorneys’ fees, related to all third party claims, charges and investigations that the Service, as delivered by Scaleflex and used as permitted under the Agreement, infringes or misappropriates the intellectual property rights of a third party.

16.2. If a third party seeks an injunction claiming that a component of the Service infringes the intellectual property rights of a third party, and that injunction is not dismissed within 30 calendar days, or if a court of competent jurisdiction issues a judgment that the Service infringes upon the intellectual property rights of a third party, Scaleflex will, at its sole discretion: (a) obtain for Customer the right to continue using the infringing component; (b) replace or modify the infringing component; or (c) if (a) and (b) are not commercially feasible, allow Customer to terminate the use of the infringing component and reimburse to Customer any prepaid fees related thereto.

16.3. To the extent not prohibited by law, Customer agrees to indemnify and defend Scaleflex, its Affiliates, and its and their officers, directors, employees, agents, and representatives (collectively, the "Scaleflex Entities"), from and against any and all liabilities, expenses, damages and costs, including but not limited to, reasonable attorneys’ fees, related to all third party claims, charges and investigations that Customer Content infringes the intellectual property rights or violates the data privacy rights of any third party.

16.4. In order to be entitled to an indemnity, the indemnified Party must: (a) provide the indemnifying Party with prompt written notice, in no event more than thirty (30) calendar days after becoming aware of such a claim; (b) give the indemnifying Party sole control and authority over the defense and/or settlement of such claim; and (c) provide the indemnifying Party with reasonable assistance to defend and/or settle any such claim; and (d) take reasonable steps to mitigate its loss.

16.5. This Section 16 provides the Parties’ exclusive remedies with respect to the subject matter of any indemnifiable claims.

1. Limitations of Liability

17.1. NOTHING IN THE AGREEMENT WILL LIMIT A PARTY’S LIABILITY FOR GROSS NEGLIGENCE, WILFUL MISCONDUCT OR FRAUD.

17.2. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES (INCLUDING LOST OR ANTICIPATED REVENUES OR PROFITS), LOSS OF OPPORTUNITIES, REPUTATIONAL DAMAGES OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES ARISING FROM ANY CLAIM RELATING DIRECTLY OR INDIRECTLY TO THE AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY WAS ADVISED OF OR OTHERWISE AWARE OF THE LIKELIHOOD OF SUCH DAMAGES.

17.3. THE AGGREGATE LIABILITY OF EITHER PARTY WILL NOT EXCEED THE SUBSCRIPTION FEE PAYABLE BY CUSTOMER TO Scaleflex IN THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

17.4. Scaleflex shall have no liability whatsoever to Customer for any expenses, damages and costs related to the non-functioning of the Service (whether in part or in whole) due to unavailability of the internet or due to changes in legislation or technical restrictions that limit access to or functionality of the Service. In the event of a change in laws or regulations in any of the countries in which Customer has Users, including changes to laws and regulations on cloud computing services, data protection and privacy, or Software as a Service, which impact Scaleflex’s ability to offer the Service, Customer accepts that Scaleflex may limit the availability of the Service in a manner to be determined in Scaleflex’s sole discretion, and Customer hereby releases Scaleflex from any liability relating to such limitation. If one of the events listed in this Section 17.4 takes place, Parties shall have a discussion in good faith to mitigate such event’s impact.

1. Infrastructure Health Management

18.1 In a continuous commitment to provide the most reliable and efficient services, Scaleflex will carry out routine maintenance checks and cleanups to maintain the health of its infrastructure. This clause shall apply mainly to Trial or Staging tokens. In the case that a token has not received any traffic for forty-five (45) consecutive days, Scaleflex will notify you through email that the token is at risk of being deleted. You will have a grace period of fifteen (15) days to respond and cancel the automated process; otherwise, the token will be removed.

1. Term and Termination

19.1. An Order Form under the Agreement will become effective on the Effective Date and will continue in full force and effect for the Term specified in any applicable Order Form.

19.2. Upon expiration of the Initial Term (as defined in an applicable Order Form) the Agreement will automatically renew for the duration of the Initial Term on the same Terms applicable immediately prior to expiration of the Agreement unless either Party provides written notice of its intention not to renew no less than sixty (60) calendar days prior to the expiration of the current Term.

19.3. Either Party may terminate the Agreement, including any applicable Order Form, effective immediately upon written notice in the event of: (a) dissolution, liquidation, bankruptcy or insolvency of the other Party; or (b) the other Party’s Material Breach of the Agreement that has not been cured within thirty (30) calendar days of receiving written notice of the breach (each of sections (a) and (b), "a termination "For Cause"). In the event of Customer’s violation of the Usage Policies, Scaleflex may terminate the Agreement and any applicable Order Form immediately upon written notice to Customer.

19.4. If the Agreement is terminated by Customer For Cause (as provided in Section 19.3), Scaleflex will not refund the pro-rata amount of any prepaid fees from the date of the event constituting such termination.

19.5. If the Agreement is terminated by Scaleflex For Cause or for Customer’s violation of the Usage Policies, all outstanding amounts owed to Scaleflex for the remainder of the Term will become due and payable.

19.6. Upon termination or expiration of the Agreement for any reason, Scaleflex will immediately terminate Customer’s access to the Service. All outstanding amounts owed to Scaleflex will immediately become due and payable upon expiration or termination by Scaleflex of the Agreement or the applicable Order Form. All payment obligations survive termination of the Agreement including any applicable Order Form.

19.7. In the event of a conflict between the special conditions included in the signed quote or Order Form ("OF") or the signed Master Service Agreement ("MSA", if present) and the Standard Terms of Service, the Special Business Term included in the signed quote or OF shall take precedence, followed by the signed MSA.

1. Termination Transition Period

20.1. Unless otherwise directed by Customer, commencing: (i) three (3) months prior to the expiration of the Agreement; (ii) upon any notice of termination or non-renewal of the Agreement; or (iii) three (3) months prior to any other ceasing of Service under the Agreement, and continuing for a period defined in the Termination Transition Plan but in no event less than four (4) months following the expiration or termination of this Agreement (unless a shorter time period is requested by Customer), Scaleflex will continue to provide the Services (including the Termination Assistance Services) as requested by Customer. After such four (4) month period (or such shorter time period as requested by Customer), unless otherwise directed by Customer, Scaleflex shall provide extensions of the Services (including the Termination Assistance Services) as requested by Customer in serial thirty (30) day extension terms for up to an additional two (2) months (such period, the “Termination Transition Period”).

20.2. The entire duration of the Termination Transition Period must not exceed six (6) months, and Customer will be responsible for all costs. In addition to the Services as set forth in this Agreement, the Termination Assistance Services shall include, at a minimum, providing and maintaining current services until transition to a new solution, providing online technical support, cooperating with Customer or its designated vendor in developing required interfaces (any additional cost being supported by Customer), and such other services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the Services Customer or its new provider of services in accordance with Scaleflex’ best practices. Customer shall have the same rights as provided in Section 5 during the transition period as it does during the Term.

1. Governing Law and Jurisdiction

21.1. The Agreement is subject to the law of France and any disputes relating to these Terms will be subject to the exclusive jurisdiction of the applicable courts of Paris, France.

21.2. Amicable Dispute Resolution Process. In the event of a dispute arising out or in connection with the Terms including any question regarding its existence, interpretation, validity or termination prior any judicial action, the parties shall use their best endeavors to try to resolve the dispute amicably within an agreed timeframe. This amicable dispute resolution process (i) shall not be interpreted as preventing any party to ask a court of competent jurisdiction to order all injunctive relief, interim and provisional measures that may be necessary in the circumstances and (ii) shall not restrain Scaleflex to suspend or discontinue in whatever manner the provision of and/or access to the Services.

1. General Provisions

22.1. The Agreement, including for the avoidance of doubt, the Global Privacy Policy, Usage Policies, Data Processing Addendum and each Order Form, constitutes the entire agreement between the Parties as to the subject matter hereof and supersedes all prior documents, negotiations and drafts of such parties with respect to such subject matter, whether written or verbal. Any term of the Agreement may be waived, terminated or discharged only with the written consent of both Parties. The failure of either Party to insist upon the performance of any of the terms or conditions contained in the Agreement, and the failure of either Party to exercise any right under these Terms, may not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such rights.

22.2. If any provision of the Agreement is held to be unenforceable, the Parties will renegotiate such provision in good faith in a manner reflecting the original intent of the Parties. If the Parties cannot agree upon an enforceable replacement for such provision, then (a) such provision will be excluded from the Agreement, (b) the balance of the Agreement will be interpreted as if such provision were so excluded and (c) thereafter, the Agreement will be enforceable in accordance with its terms.

22.3. Neither Party may assign this Agreement in whole or in part, without the prior written consent of the other Party, and any such assignment will be null and void; provided, however, that the Parties may assign all of their rights and obligations under this Agreement to any one Affiliate for reasons of corporate restructuring or internal reorganization, or following an acquisition, a merger or sale of all or substantially all of the assigning Party’s assets. The Agreement will be binding upon and will inure to the benefit of the Parties permitted successors and assigns.

22.4. Neither Party will be responsible for failure or delay of performance if caused by a Force Majeure Event. Each Party will use reasonable efforts to mitigate the effect of a Force Majeure Event. Either Party may terminate the Agreement immediately upon written notice, if the other Party is unable to perform its obligations under the Agreement due to causes stated in this Section 22.5 for more than 30 calendar days.

22.5. Neither the Agreement nor any provision contained herein will be construed as creating or constituting a partnership, joint venture, or agency relationship between the Parties. The Parties are independent contractors engaged on a non-exclusive basis and neither Party has the power or authority to assume or create any obligation or responsibility on behalf of the other Party.

22.6. In the event of any inconsistency between the documents making up the Agreement, the order of precedence will be: (i) the MSA, (ii) the Order Form; (iii) the Usage Policies; and (iv) these Terms.

22.7. The Agreement is made for the benefit of the Parties and is not intended to benefit or be enforceable by any third party. The rights of the Parties to terminate, rescind, or amend the Agreement, or to reach any settlement relating to the Agreement, are not subject to the consent of any third party.

22.8. Scaleflex may revise these Terms from time to time. Revised Terms will apply to the use of this website and the Services from the date of the publication of the revised Terms on this website. Scaleflex will post a notice on the website, newsletter and/or per email to You 14 calendar days prior to such change. In any event, we recommend that You often review this page to verify that You are familiar with the most recent version. Should any conflict between the Terms of a signed OF, or MSA (if present) and these Terms, both parties agree to refer to 22.6 in these Terms.

1. Fight Against Corruption

23.1. Scaleflex acknowledges that it is aware of the rules set out by You regarding the prevention and fight against corruption and undertakes, on behalf of both itself and all persons under its responsibility or acting in its name and on its behalf, throughout the term of performance of this Agreement, to comply with:

• the rules laid down therein; and

• all international and local laws, regulations and standards relating to the fight against corruption applicable to it.

23.2. Scaleflex warrants that neither it nor any person under its responsibility or acting in its name or on its behalf, has granted or will grant any offer, remuneration or payment or benefit of any kind, constituting or capable of constituting an attempted or actual act of corruption, directly or indirectly, for or in consideration of the award and/or performance of this Agreement.

23.3. Scaleflex undertakes to inform You, without delay, of any information brought to its knowledge and which may constitute a breach of this clause.

23.4. You reserve the right to request that Scaleflex communicate to it any elements it deems to be useful to establish that the latter has complied throughout the term of this Agreement with the laws and regulations related to the fight against corruption.

23.5. Scaleflex undertakes to provide any assistance necessary to You to respond to a request from a duly authorized anti-corruption authority. 23.6. Any breach by the Scaleflex of the provisions of this section shall be deemed to be a material breach allowing You to terminate this Agreement without notice or compensation, subject to all damages which You may claim as a result of such breach.

1. Contact

24.1. If You have any questions about these Terms or the use of the Services, please contact us per email: [email protected].

1. Publicity

25.1. You agree that Scaleflex may reference and use Your name, logos and trademarks in Scaleflex marketing and promotional materials, including, but not limited to the Scaleflex Websites, solely for purposes of identifying You as a customer of Scaleflex. Otherwise, neither party may use the trade names, trademarks, service marks, or logos of the other party without the express written consent of the other party.

1. Electronic Signature

26.1 The Parties agree to execute this Agreement exclusively by means of secured electronic signature proceedings, in accordance with current regulations, intended to authenticate the identities of the signatories and to guarantee the integrity of this Agreement in an electronic format. The Parties agree that the electronic signature expresses their consent for this Agreement to be legally binding to the Parties and to constitute proof in an equally valid manner as a paper document bearing a handwritten signature.

In witness whereof, the Parties hereto have caused the Agreement to be executed by their duly authorized representatives.

 

SCHEDULE 1 - GLOSSARY

This Schedule sets forth all definitions applicable to and incorporated within this document.

Account Activation Form	Means the form the Customer provides to Scaleflex after signing the Order Form to designate the invoice recipient and share the relevant contact details for billing setup.
Acceptable Use Policy (“AUP”)	means Scaleflex’s Acceptable Use Policy, available at https://legal.scaleflex.com/general/acceptable-use-policy
Agreement	means these Terms and any applicable Order Form
Affiliate	means any entity directly or indirectly owns or controls, is owned or controlled by, or is under common ownership or control with such entity, where (i) "ownership" means the direct or indirect ownership of more than 50% of the voting securities or equity interests of such entity and (ii) "control" means the direct or indirect power to direct or cause the direction of the management and policies of an entity.
Cloudimage	means Scaleflex’s image and video optimization solution, which includes a basic Asset Library and selected AI features.
Customer	includes the legal entity signing the Order Form and any of its Affiliates, and their respective employees, independent contractors, agents. The legal entity signing the Order Form is solely liable for the acts and omissions for its, or for its Affiliates', employees, independent contractors or agents.
Customer Content	means any data (including personal data), such as electronic data, text, documents, pictures, videos, files or other materials uploaded to, generated by, and/or stored within the Service by Customer
Data Processing Addendum (“DPA”)	means Scaleflex’s Data Processing Addendum, available at https://www.legal.scaleflex.com/data-processing-addendum/
Force Majeure Event	means an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated Party; government restrictions; or other event outside the reasonable control of the obligated Party.
Initial Term	means the fixed period commencing on the Project Start Date and continuing for the duration specified in the applicable Plan or Order Form, during which this Agreement remains in force prior to any renewal.
Material Breach	means (i) any breach of a Party’s confidentiality obligations, (ii) infringement of third party intellectual property rights (subject to Section 15.2 with respect to infringement claims involving the Service; (iii) repeated non-material breaches cumulatively amounting to a material breach; (iv) Customer’s failure to keep its billing information up to date to the extent such failure interferes with Scaleflex’s ability to invoice Customer hereunder; and (v) any Work Pause in accordance with Section 7.4 that lasts more than ninety (90) days.
Order Form (“OF”)	means the agreement between Scaleflex and the Customer that sets forth the details of the Service purchased, the applicable fees and usage limitations and incorporates the SOW. "Party" or "Parties" means Scaleflex or Customer, as applicable
Subscription Plan or Plan	means the Customer’s enrolment in, and right to access and use, the specific package of Services identified in the applicable Plan, subject to the terms and conditions of this Agreement and the corresponding fees.
Purchase Order (“PO”)	means a purchase order or similar document, a formal, legally binding document issued by the Customer to Scaleflex, specifying the Services to be provided, along with agreed-upon prices, quantities, and terms.
Renewal Term	means the term set forth in the applicable renewal document.
Service	means Scaleflex’s software-as-a-service Service, including applications, solutions and related onboarding, support and maintenance services as set forth in the SLA. A “Service” can either be Cloudimage or one of the solutions delivered by Scaleflex Visual Experience Platform.
Service Level Agreement (“SLA”)	means Scaleflex’s standard Service Level Agreement, available at: https://www.legal.scaleflex.com/service-level-agreement/
Special Business Term	means any provision, condition, or requirement that deviates from or supplements the Standard Terms of this Agreement, as expressly agreed in writing by the Parties, and applicable to specific transactions, projects, or circumstances.
Specifications	means any documents, data, designs, list of functional and technical requirements, or other information that the Customer makes available to Scaleflex or that Scaleflex reasonably requests in connection with the provision of the Service.
Statement of Work (“SOW”)	means the statement of work set forth in the Order Form, which describes the onboarding and project-specific activities and related fees
Third Party Services	means the statement of work set forth in the Order Form, which describes the onboarding and project-specific activities and related fees
Term	means the Initial Term and any subsequent Renewal Term.
Usage Data	means metrics and information collected by Scaleflex regarding Customer’s use of the Service, including but not limited to data on how Users interact with the Service. "Usage Policies" means Scaleflex’s AUP and SLA.
Visual Experience Platform	Scaleflex’s enterprise-only cloud-based Software-as-a-Service solution for image and video management, providing advanced digital asset management, AI-powered enrichment and transformation, internal and external asset sharing, and branded communication portals.
Work Pause	means a temporary suspension of the applicable Service by Scaleflex in accordance with Section 7.4.