Scaly AI Terms and Conditions

1. OBJECT AND DESCRIPTION OF THE SERVICE

SCALY provides Scaly AI Copilot (the "Application"), a Freshworks Custom Application deployed within the Customer's Freshworks instance. The Application delivers artificial intelligence capabilities for self-service, agent assistance, and administrative operations within the Customer's Freshworks environment.

The Application is licensed on a subscription basis and comprises (i) the Freshworks Custom App installed in the Customer's Freshworks instance, and (ii) the SCALY Backend Service described in Section 11. SCALY does not provide the underlying AI model inference as part of the Application. Artificial intelligence processing is performed by third-party AI providers supported by SCALY from time to time and contracted separately by the Customer. The Customer uses such AI providers through the Customer's own API keys and is the sole contracting party with such providers.

The purpose of this Agreement is to establish the conditions under which SCALY grants the Customer access to the Application and performs ongoing maintenance, updates, and support during the subscription term.

By subscribing to the Application, the Customer acknowledges that:

• The Application runs as a Freshworks Custom App and its availability is dependent on the Customer's Freshworks instance and Freshworks platform services.
• AI inference occurs on AI providers contracted by the Customer and is governed by the terms of such AI providers.
• The Customer remains the controller of the Customer data processed by the Application. A defined set of Customer data is persisted within a dedicated environment of the SCALY Backend Service as specified in Section 11, and a subset of such data is transmitted to the Customer's selected AI providers at the moment of an AI operation.
  
  

SCALY undertakes to make the Application available in accordance with the agreed service levels and to maintain it in a state compatible with the Freshworks platform.

2. APPLICABILITY

These General Terms and Conditions apply to all legal relationships between SCALY and the Customer with regard to the Application, including all offers, quotations, order confirmations, subscription agreements, renewals, add-ons, and any related arrangements. These Terms also apply to any additional or follow-up activities. Deviations from these Terms are only valid if agreed upon in writing. The applicability of any purchasing or other general terms and conditions of the Customer is expressly rejected.

Where the Customer has also engaged SCALY for consulting services, SCALY's General Terms and Conditions for Consulting Services apply in parallel to those services. In case of conflict between the two sets of terms in relation to the Application, these Terms prevail.

3. CONCLUSION OF THE AGREEMENT

SCALY makes an offer through an order confirmation or subscription form. The Agreement is concluded when the order confirmation signed by both SCALY and the Customer is returned to SCALY, or as soon as the Customer first accesses or uses the Application.

The Agreement is based on the information provided by the Customer at the time of its formation, including the number of agent seats, the chosen subscription plan, the deployment mode under Section 11.3, and the chosen AI providers. The order confirmation or offer is deemed to reflect the Agreement accurately and completely. In case of ambiguity, these Terms take precedence.

4. SCOPE OF THE LICENSE AND SUBSCRIPTION PLANS

SCALY grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Application during the subscription term, limited to the number of agent seats and the subscription plan stated in the order confirmation.

The Application is provided with the features corresponding to the subscription plan purchased. SCALY may add, modify, or deprecate individual features during the subscription term, provided that the overall functional value of the Application is not materially reduced.

The Customer may upgrade the subscription plan or increase the number of seats at any time by written notice to SCALY, subject to the then-current pricing. Downgrades or seat reductions take effect at the end of the current subscription term subject to the notice period in the Term section below.

5. CUSTOMER-PROVIDED AI SERVICES

The Application performs AI operations by transmitting relevant data from the SCALY Backend Service to the AI providers supported by SCALY and configured by the Customer, as further described in Section 11. The list of supported AI providers and models is set and may be updated by SCALY from time to time in accordance with Section 11.10. The Customer is solely responsible for:

• Entering into and maintaining a valid agreement with each AI provider required for the Application to operate (currently, a completion provider and an embeddings provider as specified in Section 11.10).
• Generating, securing, rotating, and maintaining valid API keys with each such provider and providing them to SCALY or retaining them under the Customer-Controlled Backend option, in each case as specified in Section 11.11.
• Monitoring, funding, and paying all costs, charges, tokens, usage fees, overage fees, and related amounts invoiced by the AI provider to the Customer.
• Complying with all acceptable use policies, content policies, rate limits, regional restrictions, and other obligations imposed by the AI provider.
• Ensuring that the Customer's use of the AI provider through the Application is compatible with any data processing, data residency, or regulatory obligations applicable to the Customer.

SCALY does not invoice, mark up, resell, intermediate, or otherwise commercially participate in any AI provider fees. SCALY has no control over the performance, availability, accuracy, content, or billing of any AI provider, and SCALY shall have no liability for any act, omission, outage, degradation, rate limit, or change of terms on the part of any AI provider. If all AI providers required for a core category of Application functionality (completion or embeddings) cease to be available through the Application and SCALY does not introduce a supported alternative within sixty (60) consecutive days, the Customer may, as its sole and exclusive remedy, terminate this Agreement on thirty (30) days' written notice and receive a pro-rata refund of prepaid subscription fees for the unused portion of the then-current subscription term. SCALY does not otherwise guarantee uninterrupted availability of any specific AI provider.

The Customer acknowledges that AI output is probabilistic and may contain errors, inaccuracies, omissions, biases, or unexpected results. The Customer is solely responsible for reviewing, validating, and approving AI output before relying on or publishing it. SCALY does not warrant that AI output will be accurate, complete, fit for a particular purpose, or free of bias, and shall have no liability for any consequence arising from reliance on AI output.

6. APPLICATION MAINTENANCE AND FRESHWORKS COMPATIBILITY

SCALY is responsible for the ongoing maintenance and development of the Application during the subscription term, including:

• Continuous monitoring of Freshworks platform releases, deprecations, and API changes that may affect the Application.
• Application updates required to maintain compatibility with new Freshworks versions and new Freshworks API behavior.
• Bug fixes, security patches, and performance improvements.
• Delivery of new Application features released by SCALY during the subscription term and included in the Customer's subscription plan.

Updates are deployed without additional cost to the Customer and do not require action from the Customer, except where the update introduces optional configuration that the Customer may wish to enable. SCALY will use reasonable efforts to deploy such updates without interruption to service, and will communicate in advance any update that is expected to require a service window or a change in Customer-side configuration.

Notwithstanding SCALY's maintenance obligations, the Application's availability ultimately depends on the Freshworks platform and on the Customer's Freshworks instance. SCALY is not responsible for, and shall have no liability arising from, outages, deprecations, changes, API modifications, rate limits, suspensions, or malfunctions originating from the Freshworks platform or from the Customer's Freshworks configuration. Where a Freshworks change fundamentally and permanently prevents a feature of the Application from functioning as originally specified, SCALY will notify the Customer, adapt the Application where reasonably possible, or replace the affected feature with an equivalent capability.

SCALY warrants that, during the subscription term, the Application will materially conform to its then-current documentation. The Customer's sole and exclusive remedy, and SCALY's entire liability, for breach of this warranty is, at SCALY's option: (i) repair of the Application to restore material conformity, (ii) replacement with equivalent functionality, or (iii) termination of the Agreement with pro-rata refund of prepaid subscription fees for the unused portion of the then-current subscription term. This warranty does not apply to issues caused by the Freshworks platform, the Customer's AI provider, the Customer's configuration or misuse, modifications not performed by SCALY, or any factor outside SCALY's reasonable control.

7. FEES, BILLING, AND PAYMENT

The Customer shall pay the subscription fees and any additional fees stated in the order confirmation. Unless otherwise stated:

• Subscription fees are invoiced annually in advance.
• Fees are stated in SEK or EUR as specified in the order confirmation.
• Fees are exclusive of VAT and any other applicable taxes, which shall be added and paid by the Customer.
• Payment is due within thirty (30) days of the invoice date, without deduction, suspension, discount, or set-off.
• Payment must be made by bank transfer to the account stated on the invoice.
• Fees for AI provider usage are not part of SCALY's invoicing. Such fees are invoiced directly by the AI provider to the Customer and are outside the scope of this Agreement.

Late or absent payment incurs default interest at the rate set out by applicable Swedish law, as well as reasonable collection costs. SCALY may suspend access to the Application after giving the Customer thirty (30) days' prior notice of non-payment without remedy, without prejudice to any other rights. Invoices are sent electronically.

SCALY may index subscription fees annually by the greater of (i) the change in the Swedish consumer price index over the preceding twelve (12) months, or (ii) two percent (2%), and in no event more than five percent (5%), effective upon written notice given at least sixty (60) days before the start of the next subscription term.

If part of an invoice is disputed, the undisputed portion must still be paid on time. Disputes must be promptly communicated in writing and detailed.

In the event of the Customer's liquidation, bankruptcy, seizure, or suspension of payment, SCALY's claims become immediately due and SCALY may suspend or terminate the Application without owing compensation.

8. COMPLAINTS

Complaints regarding the Application or invoice amounts must be submitted in writing within ninety (90) days after the relevant invoice date or event. Complaints do not suspend payment obligations.

In the event of a justified complaint, SCALY may at its discretion adjust the fee, remedy the Application defect, or, where no reasonable remedy is available, terminate the Agreement against a pro-rata refund of prepaid subscription fees for the unused portion of the subscription term. Any rights of action and other powers of the Customer expire two (2) years after the moment the Customer became aware or could reasonably have become aware of the relevant fact.

9. NATURE OF THE SERVICE AND GENERAL OBLIGATIONS

The Application is provided on a best-efforts basis. SCALY shall use reasonable skill and care in operating and maintaining the Application. Timelines for update releases and feature deliveries are indicative, not strict deadlines. The Application, together with any related documentation, support, and information, is provided "as is" and "as available," without warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted or error-free operation. The Customer acknowledges the inherent risks of internet-based services and third-party platform dependencies.

SCALY's obligations:

• Act diligently and professionally in maintaining the Application.
• Provide the Application in accordance with the subscription plan and the agreed service levels.
• Maintain the Application's compatibility with the Freshworks platform during the subscription term.
• Provide access to Application-level analytics, including AI usage and cost-per-ticket reporting as supported by the Application.
• Respond to support requests in accordance with the service levels set out in the order confirmation or applicable SLA.
• Respect the Customer's premises, rules, and security measures if SCALY personnel must be on-site.
• Cover its own internal expenses.

Customer's obligations:

• Pay agreed amounts in accordance with this Agreement.
• Maintain an active Freshworks subscription of the required edition for the Application to function, and maintain a valid AI provider account as required by the Application.
• Ensure the accuracy, quality, legality, and lawful origin of data submitted to the Application (including knowledge base content, documents, ticket data, and agent inputs).
• Provide the information reasonably required by SCALY for the operation of the Application and notify SCALY of any material deficiencies.
• Ensure that the Customer's users of the Application comply with these Terms, the AI provider's acceptable use terms, and Freshworks' terms.
• Handle access credentials, API keys, and administrative permissions securely and in accordance with industry practice.
  
  

10. ACCEPTABLE USE AND RESTRICTIONS

The Customer shall not, and shall not permit any third party to:

• Rent, lease, sell, resell, sublicense, transfer, or otherwise make the Application available to any third party, except to the Customer's employees, contractors, and authorized agents acting for the Customer's internal business purposes.
• Use the Application to transmit, store, or process content that is unlawful, infringing, harassing, defamatory, malicious, or harmful to any person.
• Use the Application to circumvent any usage limit, rate limit, seat count, or subscription plan restriction.
• Attempt to gain unauthorized access to any non-Customer instance of the Application, to any SCALY systems beyond the scope of the Customer's subscription, or to any other customer's environment or data.
• Use the Application to train, fine-tune, or otherwise improve an AI model or software product that is intended to be commercially offered to third parties as an alternative to, or substitute for, the Application or any SCALY product.

SCALY may suspend access to the Application to the extent reasonably necessary to investigate or remedy a material breach of this section, giving the Customer prompt notice and the opportunity to remedy where practicable.

11. DATA FLOW, HOSTING, AND PLACE OF PERFORMANCE

11.1 Place of performance

SCALY performs its maintenance and support activities from facilities located within Sweden, complying with applicable data protection and IT security legislation.

11.2 Definitions

In this Section 11:

(a) "Application" means the Freshworks Custom App, including its user interface and server-method-invocation ("SMI") components, that is installed and operates within the Customer's Freshworks instance.

(b) "SCALY Backend Service" means the supporting backend consisting of a dedicated Supabase project (serverless functions and PostgreSQL database) provisioned per Customer. Except where the Customer has elected the Customer-Controlled Backend option under Section 11.3, the SCALY Backend Service is operated by SCALY on the Customer's behalf.

11.3 Deployment modes

(a) Default mode. Unless otherwise elected under this Section, the SCALY Backend Service is hosted in a Supabase project operated by SCALY on the Customer's behalf in the Customer's dedicated environment.

(b) Customer-Controlled Backend option. The Customer may, if elected in writing prior to contract commencement, require that the SCALY Backend Service be provisioned under the Customer's own Supabase account and credentials. Where this option is elected: (i) the Customer holds all administrative credentials to the Supabase project and contracts directly with Supabase for the underlying hosting; (ii) SCALY retains no standing access to the Supabase project following initial deployment; (iii) SCALY may be granted time-limited, scoped access by the Customer on a per-incident basis to apply updates or investigate support issues, with access revoked upon completion; and (iv) where the Customer declines to grant such access or to apply SCALY-provided updates, SCALY's ability to investigate, diagnose, or remediate AI-quality or support issues may be limited accordingly.

(c) Mid-contract migration. A Customer that initially elected the Default mode may request migration to the Customer-Controlled Backend mode during the subscription term for documented compliance, data-residency, or security reasons. Migration is subject to (i) a reasonable one-time migration fee reflecting SCALY's actual setup and data-transfer effort, (ii) a mutually agreed migration window during which the Application may be temporarily unavailable for the Customer, and (iii) the Customer assuming responsibility for the resulting Supabase account and hosting contract. Migration from the Customer-Controlled Backend mode back to the Default mode is permitted on equivalent terms.

11.4 Data residency and system of record

The Customer's Freshworks instance is the system of record for tickets, conversations, contacts, and any knowledge base articles the Customer maintains natively in Freshworks. To perform AI operations, the SCALY Backend Service retrieves ticket and conversation content from Freshworks via the Freshworks API on demand.

11.5 Persistence in the SCALY Backend Service

The SCALY Backend Service persists the following categories of data within the Customer's dedicated Supabase project:

(a) AI-generated ticket summaries, cached to avoid redundant AI processing when the same ticket is opened repeatedly;

(b) Vector embeddings of ticket content and knowledge base content, required to provide similarity-search features;

(c) The purpose-built Knowledge Base (entries, chunks, and question-and-answer pairs) authored or imported by or on behalf of the Customer for the Application to ground AI output on Customer-specific content; and

(d) AI-operations audit logs, capturing each AI invocation together with inputs, outputs, timing, token usage, and errors, for the purposes of fault-finding, quality monitoring, cost accounting, abuse prevention, and security. Where the Customer has activated the optional PII redaction feature under Section 11.14, the same redaction is applied to the inputs recorded in audit logs prior to storage.

Each Customer's dedicated Supabase project is physically isolated from every other Customer's project; there is no shared multi-tenant database.

11.6 Use limitation on persisted data

Data persisted within the Customer's dedicated Supabase project under Section 11.5 is used solely to operate the Application for that Customer. SCALY does not use such data to train or fine-tune AI models, does not aggregate or share such data across Customers, and does not make such data available to any third party except as required to deliver the Application's functionality (for example, transmission to the Customer's selected AI providers at the moment of an AI operation).

11.7 Retention of persisted data

(a) Default mode. SCALY enforces the following retention periods within the Customer's dedicated Supabase project:

(i) AI-operations audit logs - retained for ninety (90) days from the date of each entry, after which records are purged by scheduled cleanup, unless a longer retention is required by applicable law or by an ongoing security or abuse investigation.

(ii) AI-generated summaries and vector embeddings derived from tickets - retained for the lifetime of the underlying ticket in the Customer's Freshworks instance, and in any event purged no later than thirty (30) days after termination of the Customer's contract with SCALY.

(iii) Knowledge Base content - retained until deleted by or on behalf of the Customer, and in any event purged no later than thirty (30) days after termination of the Customer's contract with SCALY.

(iv) Supabase platform logs - subject to retention windows defined by Supabase under the Customer's applicable Supabase plan, which at the effective date of this Agreement are seven (7) days for API and database logs on the standard plan. SCALY does not set or override these windows and will notify the Customer of any material change of which SCALY is aware.

(b) Customer-Controlled Backend mode. Where the Customer has elected the Customer-Controlled Backend option under Section 11.3, retention of the above categories is governed by the Customer's own operational policies. SCALY will provide scheduled cleanup routines as part of the initial deployment; enforcement thereafter is the Customer's responsibility.

11.8 Transport security

Communication between the Application and the SCALY Backend Service is authenticated and transmitted over TLS. The SCALY Backend Service authenticates against the Freshworks API and AI providers over TLS using credentials held exclusively in server-side secrets storage.

11.9 Processing locations - SCALY Backend Service

(a) Default mode. The SCALY Backend Service is hosted in a Supabase region selected by SCALY within the European Union. The Customer's Supabase project is, at the effective date of this agreement, hosted in Supabase's "West EU" region. SCALY will not relocate the Customer's Supabase project to a region outside the European Economic Area, the United Kingdom, or a third country benefiting from a valid European Commission adequacy decision, without the Customer's prior written consent.

(b) Customer-Controlled Backend mode. Where the Customer has elected the Customer-Controlled Backend option under Section 11.3, the Customer selects the Supabase region. SCALY makes no representations as to processing locations in that mode.

11.10 AI providers and model selection

The SCALY Backend Service transmits the relevant data to AI providers supported by SCALY. Such providers currently comprise: (i) Anthropic, for language-model completion tasks (summarization, triage, reply generation, knowledge-base article generation), and (ii) OpenAI, for text embeddings used in similarity-search and knowledge-base retrieval features.

(a) Model selection. SCALY sets default model selections for each AI completion task (the "Default Models"). The Customer may override the Default Models by selecting alternative models from the SCALY-maintained list of supported models. SCALY strongly recommends the use of the Default Models, which are the models SCALY has tested and tuned for quality. Where the Customer selects non-default models, the Customer acknowledges that output quality, latency, cost, and fitness for purpose are the Customer's responsibility, and SCALY's service-quality commitments are limited to the behavior of the Default Models.

(b) OpenAI embeddings are non-substitutable. The embedding model used for similarity-search and knowledge-base retrieval features is fixed by design - currently OpenAI text-embedding-3-small - and is not Customer-configurable. Selecting an alternative completion provider does not change the embedding provider.

(c) Provider changes. SCALY may update the list of supported AI providers and models, or amend the Default Models, and shall notify the Customer in writing of any change in the category or identity of AI providers processing Customer data.

11.11 API keys

(a) Sourcing. The Customer is responsible for procuring and maintaining its own accounts and API keys with Anthropic (or other supported vendors of the Customer's choosing) and OpenAI. The Application cannot operate without valid Customer-held credentials for both embeddings and the Customer's chosen completion provider(s).

(b) Custody - default mode. The Customer provides its AI provider API keys to SCALY during onboarding. SCALY stores them as secrets within the Customer's dedicated Supabase project using Supabase Vault or an equivalent managed secrets mechanism, with encryption at rest and access restricted to the Application's run-time functions operating on the Customer's behalf. Human access by SCALY personnel requires a documented operational need, is logged, and is revoked upon completion. SCALY uses the Customer's API keys solely to invoke AI operations performed by the Application on the Customer's behalf and for no other purpose.

(c) Custody - Customer-Controlled Backend mode. Where the Customer has elected the Customer-Controlled Backend option, the Customer holds and manages its API keys directly within its own Supabase project, and SCALY does not retain standing access to them.

(d) Customer-side service dependencies. The Customer's AI provider rate limits, quotas, and billing relationships with its chosen providers govern the Application's throughput and availability with respect to AI operations. SCALY is not responsible for service interruptions caused by Customer-side rate limits, quota exhaustion, or provider-account suspensions.

(e) Cost controls and usage alerts. The Application provides configurable per-Customer spend thresholds applicable to AI provider usage incurred through the Application. When the Customer's accumulated usage within the configured period reaches defined percentages of the threshold (by default 75% and 90%), the Application sends automated alerts to the Customer's designated administrator. Upon reaching the configured ceiling, the Application suspends further AI operations until the Customer explicitly raises or removes the ceiling through the Application's administrative controls. SCALY configures a reasonable default ceiling during onboarding, which the Customer may adjust at any time. The Customer remains responsible for all AI provider charges incurred up to the ceiling and for any charges incurred after the Customer raises, removes, or fails to configure the ceiling.

11.12 Processing locations - AI providers

The location at which AI providers process Customer data depends on the Customer's account and contractual arrangements with each such provider. Under default provider configurations, Anthropic and OpenAI process data on infrastructure located in the United States. The Customer may, by contracting directly with an AI provider for regional or data-residency options offered by that provider (for example, OpenAI's European data-residency offering, or an Anthropic enterprise agreement specifying EU processing), cause its data to be processed in a different region. Any such arrangement is between the Customer and the AI provider; SCALY has no ability to enforce or verify processing-location commitments made by an AI provider to the Customer.

SCALY will use reasonable efforts to facilitate the Customer's establishment of EU-based or other regional processing arrangements with AI providers where such options are offered by the relevant provider, including by providing technical configuration guidance within the Application for EU-residency endpoints made available by a supported provider.

11.13 Retention and handling by AI providers

Data transmitted to an AI provider is subject to that provider's own terms, including the provider's data-retention practices (such as transient retention of inputs and outputs for abuse-monitoring purposes) unless the Customer has obtained a Zero Data Retention or equivalent contractual arrangement with the provider. SCALY does not control and does not warrant the retention or handling practices of AI providers beyond selecting reputable providers from a curated list.

11.14 Optional PII redaction feature

(a) Availability. The Application includes an optional automated redaction feature, activated by the Customer through a setting in the Application's installation parameters. When activated, the Application performs regular-expression-based redaction designed to remove the following categories of personal data from content transmitted to AI providers: (i) Swedish personal identification numbers, (ii) email addresses, (iii) telephone numbers, and (iv) IP addresses. The feature is off by default.

(b) Limitations. The redaction feature is pattern-based and provided on a best-effort basis. It does not detect personal names, free-text personal data, or categories not listed above, and it is not guaranteed to detect and remove every instance of the listed categories. The Customer acknowledges that the feature does not replace the Customer's responsibility for determining what content is appropriate for transmission to a third-party AI provider. Activation of the feature does not transfer to SCALY any responsibility for the content the Customer submits to the Application.

11.15 Customer responsibility for content and configuration

The Customer is solely responsible for:

(a) ensuring that it has all rights, consents, and lawful bases required under applicable law to submit ticket content, contact information, and Knowledge Base content to the Application and, through the Application, to its selected AI providers;

(b) ensuring that such content is appropriate for transmission to a third-party AI provider and does not violate the AI provider's terms or applicable law; and

(c) selecting and activating optional Application features (including but not limited to non-default model selections, the PII redaction feature, and the Customer-Controlled Backend option) in a manner consistent with the Customer's own compliance obligations.

Activation of any optional feature offered by SCALY does not transfer to SCALY any responsibility allocated to the Customer under this Section.

12. INTELLECTUAL PROPERTY AND CONTENT

The Application, including all source code, object code, documentation, user interfaces, workflows, system prompts and prompt templates authored by SCALY, default models, logos, and related intellectual property, is and remains the exclusive property of SCALY and its licensors. No rights are granted to the Customer other than the limited right to use the Application during the subscription term as expressly set out in this Agreement.

All Customer data processed through the Application, including ticket data, contact data, Customer-authored Knowledge Base content (including entries, chunks, and question-and-answer pairs created or imported by or on behalf of the Customer), and any AI output generated from such data, remains the property of the Customer. SCALY claims no ownership rights in the Customer's data, the Customer's Knowledge Base, or the Customer's AI output.

The Customer grants SCALY a worldwide, royalty-free, non-exclusive license to use the Customer's data solely to the extent necessary to provide, maintain, troubleshoot, and secure the Application for the Customer during the subscription term. SCALY shall not use the Customer's data to train, fine-tune, or otherwise improve any machine learning or AI model, and shall not use the Customer's data for any purpose other than providing the Application to the Customer, unless the Customer has given prior written consent.

Feedback, suggestions, and improvement requests provided by the Customer may be used by SCALY to improve the Application without obligation to the Customer, provided that such use does not identify the Customer and does not involve the Customer's data.

Neither Party will use the other Party's know-how, proprietary methodologies, or trade secrets outside the scope of this Agreement without prior written consent.

13. INTELLECTUAL PROPERTY PROTECTION

The Application, including its source code, object code, prompt structures, prompt libraries, workflow logic, data models, configuration schemas, interface designs, and all related materials and methodologies ("Proprietary Materials"), constitutes SCALY's exclusive confidential property and trade secrets. The Customer shall not, and shall not permit, assist, or instruct any employee, contractor, affiliate, or third party to: (i) reverse engineer, decompile, disassemble, deobfuscate, or otherwise attempt to derive the source code, algorithms, or trade secrets underlying the Proprietary Materials, except to the extent this prohibition is expressly precluded by mandatory applicable law; (ii) copy, extract, export, reproduce, translate, or port any part of the Proprietary Materials outside the environment in which the Application is provided; or (iii) use any Proprietary Materials copied, extracted, or reproduced from the Application to design, develop, commission, or operate any application, integration, workflow, prompt library, model, or other work that replicates or substantially reproduces the functionality of the Application in whole or in material part. These obligations survive termination or expiration of this Agreement for three (3) years, and indefinitely with respect to any Proprietary Materials that retain their character as trade secrets under applicable law. The Customer acknowledges that any breach would cause SCALY irreparable harm for which monetary damages alone would be inadequate, and SCALY is entitled to injunctive relief, specific performance, and other equitable remedies without posting bond, in addition to actual damages and reasonable legal costs.

14. CONFIDENTIAL INFORMATION AND CONFIDENTIALITY

"Confidential Information" includes all non-public information disclosed by either Party at any time, in any form, that is marked as confidential or that a reasonable person would understand to be confidential under the circumstances. Each Party must maintain confidentiality of such information, use it only for executing this Agreement, and protect it with at least the same degree of care used to protect its own confidential information of similar importance (and in any event no less than reasonable care).

Personal data is handled in accordance with the Processing of Personal Data section below.

Confidential Information may be disclosed if, and to the extent, required by law, regulation, professional obligation, or a binding order of a competent authority, provided that the disclosing Party gives the other Party prompt notice where legally permitted. SCALY may disclose Confidential Information to its employees, contractors, subcontractors, and external legal and financial advisors who have a need to know and are bound by equivalent confidentiality obligations.

SCALY may mention the existence of the commercial relationship with the Customer, and display the Customer's name and logo, in general marketing and reference materials, provided that specific details of the Customer's use of the Application, the Customer's data, the Customer's business operations, or the Customer's commercial terms are not disclosed without the Customer's prior written approval. The Customer may withdraw the right to use its name and logo at any time by written notice to SCALY, and SCALY will cease such use in new materials within thirty (30) days of receipt.

15. PROCESSING OF PERSONAL DATA

Where the Application processes personal data on behalf of the Customer, the Customer is the controller and SCALY is the processor under the General Data Protection Regulation (Regulation (EU) 2016/679, "GDPR") and the Swedish Data Protection Act. A separate Data Processing Agreement ("DPA") governing the details of such processing shall be entered into between the Parties and forms part of this Agreement.

SCALY will:

• Process personal data only on documented instructions from the Customer, which include the use of the Application and the Customer's chosen configuration.
• Implement appropriate technical and organizational measures to protect personal data, including encryption in transit, access controls, tenant isolation in the SCALY Backend Service, and the optional PII redaction feature described in Section 11.14 where activated by the Customer.
• Ensure that authorized personnel are committed to confidentiality.
• Assist the Customer with GDPR obligations, including responding to data subject requests and notifying personal data breaches.
• Notify the Customer without undue delay, and in any event within seventy-two (72) hours of becoming aware, of a personal data breach affecting the Application, together with the information reasonably available to SCALY at the time of notification.
• Engage sub-processors only under equivalent data protection obligations and inform the Customer of changes, giving the Customer a reasonable opportunity to object on documented grounds related to data protection. Where the Customer reasonably objects and SCALY cannot offer a suitable alternative, the Customer may terminate the affected Services on written notice and receive a pro-rata refund of prepaid subscription fees for the unused portion of the then-current subscription term.
• Transfer personal data processed within the SCALY Backend Service outside Sweden or the EEA only with appropriate safeguards under the GDPR. For the avoidance of doubt, transfers by the Customer's chosen AI provider (as described in Section 11.12) are governed by the Customer's direct relationship with that provider and are not SCALY transfers for the purposes of this Agreement.
• Return or delete personal data persisted in the SCALY Backend Service upon termination in accordance with the retention rules in Section 11.7, subject to any legal retention requirement.
• Allow audits and provide information to demonstrate compliance with the DPA, subject to reasonable conditions, frequency, confidentiality, and cost reimbursement for audits beyond the standard information package provided by SCALY.
  
  

SCALY maintains a list of supported AI providers that meet baseline security and GDPR compliance requirements. The Customer's chosen AI providers act as sub-processors in respect of personal data transmitted through the Application, under the AI provider's own data processing terms and the Customer's direct agreement with that provider. The Customer is responsible for concluding and maintaining an appropriate data processing agreement directly with each AI provider, and for ensuring that each such provider and the Customer's chosen configuration remain appropriate for the Customer's specific use case. SCALY transmits Customer data to the AI providers in accordance with the Customer's configuration and shall have no liability for the acts, omissions, processing locations, or compliance posture of any AI provider.

The Customer warrants that it provides personal data to the Application lawfully, including on the basis of a valid legal ground, and that it complies with all information, notification, and consent obligations applicable to the data subjects.

16. SECURITY

SCALY shall implement and maintain appropriate technical and organizational security measures designed to protect the Application and the Customer data processed through it against unauthorized access, disclosure, alteration, and destruction. Such measures include, as relevant to the Application architecture:

• Encryption of data in transit using industry-standard protocols.
• Access controls, authentication, and privilege management for SCALY personnel and subcontractors.
• Segregation between customers and between production and non-production environments.
• Secure software development practices, including code review and vulnerability management.
• Logging, monitoring, and incident response procedures.
• Physical and logical security of SCALY's infrastructure, including fire prevention and intrusion detection.
• Optional regex-based PII redaction feature prior to transmission to AI providers, as described in Section 11.14, subject to the Customer's activation and acknowledged limitations.

The Customer is responsible for the security of its Freshworks instance, its AI provider account, its API keys, and its user accounts.

17. SERVICE LEVELS AND SUPPORT

The Application is provided with the service levels stated in the order confirmation or applicable service level annex. Where no service level annex is stated, the following default levels apply:

• Target availability of the SCALY Backend Service (as defined in Section 11): 99.9% per calendar month, measured as Scheduled Uptime divided by total minutes in the calendar month.
• Support via the channel stated in the order confirmation, during the service window stated in the order confirmation.
• Response times and resolution targets as stated in the applicable service level annex.

"Scheduled Uptime" excludes, and availability measurements do not count against SCALY, any unavailability arising from: (i) scheduled maintenance communicated in advance; (ii) outages, degradations, rate limits, deprecations, API changes, or suspensions of the Freshworks platform; (iii) outages, degradations, rate limits, content policies, or suspensions of any AI provider; (iv) the Customer's acts, omissions, configuration, network, credentials, or infrastructure; (v) the Customer's breach of this Agreement; (vi) force majeure; or (vii) any factor outside SCALY's reasonable control.

Notwithstanding the exclusions above, SCALY shall use reasonable efforts to minimize the Customer impact of excluded-cause unavailability, including prompt communication to the Customer, monitoring of the relevant third-party platforms, coordination with the affected provider where applicable, and, where technically feasible, activation of fallback configurations available within the Application.

If SCALY fails to meet the target availability in a given calendar month, the Customer is entitled, upon written request submitted within thirty (30) days after the end of the affected month, to a service credit calculated as follows: five percent (5%) of the monthly subscription fee for each full 0.5 percentage points below the target, up to a maximum of twenty-five percent (25%) of the monthly subscription fee for the affected month. Service credits are SCALY's sole and exclusive liability, and the Customer's sole and exclusive remedy, for any failure to meet service levels, and are applied against future invoices with no right to cash refund.

Maintenance windows are scheduled outside Swedish business hours where reasonably possible and communicated in advance where they may materially affect the Application.

18. TERM, RENEWAL, AND TERMINATION

The initial subscription term is stated in the order confirmation. Unless a Party gives written notice of non-renewal or downgrade at least sixty (60) days prior to the expiration of the relevant subscription term, the subscription will automatically renew at the same seat count and subscription plan (including any add-ons), for a period equal to the previous subscription term. Any price change upon auto-renewal shall not exceed the indexing cap set out in the Fees section above. Material price changes beyond that cap require the Customer's written acceptance before they take effect.

Either Party may terminate this Agreement for convenience by giving the other Party at least sixty (60) days' prior written notice. On such termination, SCALY will refund the pro-rata portion of any prepaid subscription fees corresponding to the unused portion of the subscription term. Where SCALY terminates for convenience, SCALY will use reasonable efforts to cooperate in the migration of the Customer's configuration and Customer-authored Knowledge Base content to a replacement solution.

If a Party materially fails to fulfill its obligations under this Agreement, the other Party may terminate the Agreement by registered letter or equivalent after providing a written notice of default specifying the breach and a reasonable cure period of at least thirty (30) days without remedy.

Immediate termination is possible if the other Party applies for suspension of payments, is declared bankrupt, ceases its business, or undergoes a transfer of control to a direct competitor of the terminating Party.

On termination, SCALY retains the right to payment for invoices already issued and for services performed and access granted up to the effective termination date. If the Customer terminates due to SCALY's uncured default, the Customer is entitled to a pro-rata refund of prepaid subscription fees corresponding to the unused portion of the subscription term.

Upon termination:

• The Customer's right to access and use the Application ceases immediately.
• SCALY will deactivate the Application within the Customer's Freshworks instance or cooperate with the Customer to do so.
• SCALY will delete or return Customer data held within the SCALY Backend Service in accordance with the retention rules in Section 11.7 and the DPA, subject to any legal retention requirement.
• Provisions that by their nature should survive termination (including intellectual property, intellectual property protection, confidentiality, liability, indemnification, governing law, and dispute resolution) remain in force.
  
  

19. FORCE MAJEURE

Neither Party is obliged to fulfill any obligation if prevented by force majeure, meaning events beyond reasonable control, including natural disasters, pandemics, power outages, strikes, cyber-attacks not attributable to the affected Party's failure of reasonable security, termination or material modification of related agreements by key third parties (including the Freshworks platform and any AI provider), and government actions.

If force majeure lasts more than two (2) months, the affected Party is entitled to terminate this Agreement without compensation. SCALY may invoice for partial performance already delivered up to the onset of force majeure.

20. LIABILITY

SCALY acts as the provider of the Application and as a maintainer of the related integration. Neither Party shall be liable for indirect, consequential, lost profits, lost revenue, lost data value, special, incidental, exemplary, or punitive damages, however caused, even if advised of the possibility of such damages.

Without limiting the foregoing, SCALY shall have no liability whatsoever for:

• The accuracy, completeness, quality, content, bias, or suitability of any AI output generated through the Application, or any decision, publication, or action taken in reliance on such output.
• Acts, omissions, outages, errors, rate limits, content policies, data handling, billing, or changes of terms on the part of any AI provider, including the Customer's chosen provider.
• Acts, omissions, outages, deprecations, API changes, suspensions, or malfunctions of the Freshworks platform or any other third-party platform, service, or network on which the Application depends.
• Damages caused by the Customer's acts or omissions, including failure to maintain a valid AI provider account, failure to secure its API keys or credentials, failure to validate AI output before use, misuse of the Application, use outside the license granted, breach of the Acceptable Use Restrictions, or breach of any obligation under this Agreement.
• Damages arising from any modification of the Application by anyone other than SCALY, or use of the Application in combination with systems, data, or configurations not approved by SCALY.
• Any damage resulting from force majeure or any factor outside SCALY's reasonable control.

Subject to the above, SCALY's aggregate liability arising out of or related to this Agreement, per rolling twelve-month period, shall not exceed the total subscription fees paid by the Customer to SCALY for the Application during the twelve (12) months preceding the first event giving rise to the claim (the "General Cap"). For direct damages arising from SCALY's proven breach of its confidentiality obligations or its intellectual property indemnification obligations, SCALY's aggregate liability shall not exceed two (2) times the General Cap. For direct damages arising from SCALY's proven breach of its data protection obligations under the DPA, SCALY's aggregate liability shall not exceed the greater of (i) three (3) times the General Cap or (ii) SEK 2,000,000 (the "Data Protection Cap"). These caps apply to contractual and non-contractual claims alike, and apply across all users, affiliates, and assigns of the Customer.

The limitations and exclusions in this section do not apply to liabilities that cannot be limited under mandatory applicable law, to fraud, or to death or personal injury caused by a Party's negligence.

21. INDEMNIFICATION

SCALY indemnifies the Customer against third-party claims alleging that the Application, as made available by SCALY and used by the Customer in accordance with this Agreement, infringes the intellectual property rights of such third party. SCALY's obligation is conditional on:

• Prompt written notice by the Customer of the claim.
• SCALY having sole control of the defense and settlement.
• Reasonable cooperation by the Customer at SCALY's expense.

If the Application is, or in SCALY's reasonable opinion is likely to be, held to infringe, SCALY may at its option: (i) modify the Application to make it non-infringing while preserving equivalent functionality, (ii) obtain a license allowing continued use, or (iii) terminate the Agreement and refund the pro-rata portion of prepaid subscription fees. SCALY has no obligation for claims arising from (a) use of the Application in combination with items not supplied by SCALY where the infringement would not have occurred without such combination, (b) modification of the Application by anyone other than SCALY, (c) Customer data or Customer configuration, or (d) use of the Application contrary to this Agreement.

The Customer indemnifies SCALY against all claims from third parties arising from or related to:

• The Customer's data or Customer's use of the Application in breach of this Agreement.
• The Customer's relationship with, or use of, any AI provider, except to the extent such claim results from SCALY's breach of this Agreement or SCALY's intent or gross negligence.
• The Customer's breach of applicable law, including data protection law.
• Content submitted by the Customer to the Application that is unlawful, infringing, or harmful.

This indemnification includes all damages, settlements, legal fees, and related costs and extends to individuals and entities engaged by SCALY in providing the Application, unless such claims result from SCALY's intent or deliberate recklessness. The Customer's aggregate indemnification liability under this section shall not exceed, per rolling twelve-month period, the greater of (i) three (3) times the total subscription fees paid by the Customer to SCALY during the twelve (12) months preceding the first event giving rise to the claim or (ii) SEK 2,000,000, except in cases of the Customer's fraud, willful misconduct, or infringement of SCALY's intellectual property rights, which are not subject to this cap.

The indemnities in this section state each Party's sole liability and exclusive remedy for third-party intellectual property infringement claims.

22. NOTIFICATIONS

All notifications to SCALY must be sent to the address: Strandvägen 5a, Stockholm, Sweden, and email: support@scaly.se. The Customer will use the account manager specified in the order confirmation or subscription form for ordinary communications.

Notifications to the Customer will be sent to the administrative contact stated in the order confirmation.

Notices given by email are deemed delivered on the business day following transmission, provided no bounce message is received.

23. APPLICABLE LAW, DISPUTE RESOLUTION, AND MISCELLANEOUS

Swedish law applies to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The Parties will attempt to resolve disputes amicably. If that fails, any dispute, controversy, or claim arising out of or in connection with this Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce under its rules, with the seat of arbitration being Stockholm, Sweden, and the language of the proceedings being English, unless the Parties agree in writing to submit the dispute to the exclusive jurisdiction of the courts of Stockholm, Sweden. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information, and either Party may enforce an arbitral award in any court of competent jurisdiction.

A failure to enforce any provision does not waive that provision. If any part of this Agreement is found invalid or unenforceable, the remaining parts remain effective and the invalid part shall be interpreted so as to give effect, to the greatest extent possible, to the original intent. Obligations intended to continue after termination remain in force.

Neither Party may assign, transfer, or novate its rights or obligations arising from this Agreement to a third party without the other Party's written consent, such consent not to be unreasonably withheld. SCALY may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, on notice to the Customer.

This Agreement, together with the order confirmation, any applicable service level annex, and the DPA, constitutes the entire agreement between the Parties with regard to the Application and supersedes all prior understandings.

24. SUBCONTRACTING

SCALY may engage subcontractors and sub-processors to provide part or all of the Application and related services. SCALY remains fully responsible for their performance and their compliance with this Agreement, including data protection and confidentiality obligations.

SCALY ensures that such subcontractors and sub-processors have the necessary expertise, comply with all applicable laws, and accept contractual obligations no less protective than those in this Agreement.

SCALY shall inform the Customer in advance of any material change to its sub-processor arrangements that affects the processing of Customer personal data, in accordance with the DPA. The Customer will not engage directly with any SCALY subcontractor or sub-processor without SCALY's prior written consent.

The Parties, having read and understood the entirety of these Terms and Conditions, agree to uphold the commitments outlined herein. Each Party acknowledges that this Agreement, along with any incorporated documents and attachments, represents a complete and binding understanding of their rights and obligations with respect to the Application.