The agreement between SCAIL and an operator running their business on this platform.
Version 2026-10-13. This is the agreement between SCAIL and every operator workspace on the platform. It is signed inside the product by a person authorized to bind the operator, and the signed copy is kept by both sides. Each section opens with a short “In short” summary to help you read it; the full text of each section is what governs. Acceptance is recorded with the person, the time, the address and the version, and a workspace that has not accepted the current version is asked to before it can continue.
In short: This is a contract between SCAIL and your business. It starts when your business first accepts it or first uses the Platform, whichever comes first.
This Platform Services Agreement (the “Agreement”) is made between Scail Capital LLC, a California limited liability company doing business as SCAIL (“SCAIL”, “we”, “us”), and the business that opens a workspace on the Platform and accepts this Agreement (“Operator”, “you”). It takes effect on the earlier of the date Operator first accepts it in the product and the date Operator first uses the Platform (the “Effective Date”), and it continues for as long as Operator has a workspace, subject to the Termination section.
The individual who accepts this Agreement confirms that they are authorized to bind Operator. The Agreement binds the business; it does not make that individual personally liable unless Operator is a sole proprietorship. Each party confirms that entering into and performing this Agreement does not breach any other contract, court order or obligation that binds it.
In short: Capitalized words have the meanings below. The “In short” lines help you read; the full text is what counts.
“Platform” means SCAIL’s hosted software and everything delivered with it: the operator console, the client and partner portals, the mobile apps, APIs, integrations, templates, documentation and every update SCAIL makes available.
“Order Form” means the plan, billing period, price, seats, add-ons and any one-time fees Operator selects at signup or later in Billing, or agrees with SCAIL in writing. “Billing Period” means the monthly or annual period stated in the Order Form.
“Operator Data” means everything Operator, its Personnel or its clients put into the workspace, and everything the Platform generates from it: client files, documents, credit reports, letters, messages, notes, billing records and audit history.
“Operator Client” means any consumer or business whose information Operator places in, or invites into, its workspace. “Personnel” means Operator’s owners, employees, contractors and agents, and anyone else who uses Operator’s workspace or credentials. “Workspace Owner” means the user holding the owner role in Operator’s workspace.
“Policies” means SCAIL’s Acceptable Use Policy, Data Processing Addendum (“DPA”), Privacy Policy and Refund Policy, each as published by SCAIL and linked in the workspace, all of which form part of this Agreement. “Sub-processor” means a third party SCAIL engages to process Operator Data. “AI Features” means features that use machine-learning models to read, summarize, classify, draft or suggest. “Applicable Law” means every federal, state and local law, regulation and binding regulatory requirement that applies to a party or its activities.
Headings and “In short” summaries are for convenience only; where a summary and the full text differ, the full text controls. “Including” means “including without limitation”.
In short: SCAIL sells software. It is not a credit repair company, a law firm or your compliance department, and it gives no legal advice.
SCAIL provides software: a multi-tenant platform for running a credit repair, credit education or business funding practice, with report parsing, dispute letter drafting, mail dispatch through third-party mail providers, messaging, document storage, scheduling, reporting and an AI assistant. SCAIL provides the Platform, hosting, updates and support as this Agreement describes, and nothing more.
SCAIL is not a credit repair organization, credit services organization, consumer reporting agency, debt collector, law firm, lender, loan or funding broker or financial adviser, and performs none of those services for Operator or for any Operator Client. SCAIL does not review, approve, sign, send or supervise any dispute, letter, advertisement, contract or statement Operator produces on the Platform, even where a Platform feature helped produce it. The Platform drafts; Operator decides what is sent, and everything sent from a workspace is sent by Operator, in Operator’s name and on Operator’s authority.
SCAIL does not give legal, tax, accounting or compliance advice. Templates, checklists, state guides, sample agreements, training, support answers and AI output are general information, not advice about Operator’s circumstances. Operator should obtain its own licensed counsel.
In short: You may use the Platform for your own business while you subscribe. You may not copy, resell, reverse-engineer, scrape or share it.
Subject to this Agreement and payment of the fees, SCAIL grants Operator a non-exclusive, non-transferable, non-sublicensable right during the term for its Personnel to use the Platform for Operator’s own business of serving Operator Clients, and to let Operator Clients and referral partners use the portals the Platform provides for them.
Operator must not, and must not allow anyone to: (a) copy, modify or create derivative works of the Platform; (b) decompile, disassemble or reverse-engineer the Platform, or try to extract its source code, models, prompts or letter libraries, except to the extent the law permits despite this restriction; (c) sell, resell, rent, sublicense, white-label or provide the Platform to a third party, or run it as a service bureau for another company’s clients, without a written reseller agreement signed by SCAIL; (d) use the Platform to build a competing product; (e) scrape or extract data from the Platform by automated means other than the export tools and APIs SCAIL provides; (f) remove any proprietary notice; or (g) use the Platform in breach of United States export control or sanctions laws. All rights not expressly granted are reserved to SCAIL.
In short: Every plan starts with a 30-day free trial. A card is required, nothing is charged during the trial, and the plan begins billing when the trial ends unless you cancel first.
Every new workspace begins with a free trial of thirty (30) days on the plan Operator selected, at that plan’s real limits. A valid payment method is required to start the trial, and nothing is charged during it. Promotional, webinar or partner codes may add onboarding services but do not lengthen the trial.
One free trial is available per business, including its owners and affiliates. SCAIL may decline or end a trial it reasonably believes repeats an earlier one or is being used to avoid this limit.
Unless Operator cancels before the trial ends, the subscription fee for the selected plan is charged to the payment method on file on the day after the trial ends, and the paid subscription begins. Any one-time fee shown in the Order Form is charged when the Order Form says it is. Cancelling during the trial costs nothing.
In short: Monthly plans renew every month and annual plans every year, automatically, until you cancel.
After the trial, the subscription runs for the Billing Period in the Order Form — one month or one year — and renews automatically for further periods of the same length until cancelled, at the price then in effect under the Price changes section.
By starting the trial, Operator authorizes SCAIL, through its payment processor, to charge the payment method on file at the start of each Billing Period for the subscription and seat fees, and as incurred for usage, add-ons, mail and postage credits, AI credits and other pass-through costs, until Operator cancels. The next renewal date and amount are shown in Billing at all times. Operator must keep a valid payment method on file.
In short: Cancel any time in Billing. It takes effect at the end of the period you have paid for, and there is no cancellation fee or penalty.
Operator may cancel at any time from Billing inside the workspace, or by emailing billing@scailapp.com from the Workspace Owner’s address. No phone call, retention conversation or advance notice is required. Cancellation takes effect at the end of the current Billing Period; Operator keeps full access until then and is not charged again.
There is no early-termination fee. Because an annual plan is prepaid at a discount, cancelling it stops the next renewal but does not by itself refund the unused part of the current year, except as the Refund Policy, the Changes to this Agreement section, the Termination section or Applicable Law provides. Usage, add-on and pass-through charges already incurred remain payable.
In short: Subscription fees are paid in advance; usage is billed as it happens; taxes on the fees are yours.
Operator pays the fees in the Order Form in U.S. dollars. Subscription and seat fees are billed in advance for each Billing Period. Metered and pass-through charges — mail and postage, credit report retrieval, messaging, AI credits beyond the plan allowance, tradeline placements and similar items — are billed as incurred. Monthly allowances reset each Billing Period and do not roll over; purchased AI credit packs do not expire.
Upgrades and added seats take effect when made and are charged or prorated as shown at the time. Downgrades take effect at the next renewal and may lower limits; Operator is responsible for fitting within the lower limits.
Fees exclude taxes. Operator pays all sales, use, value-added and similar taxes on the fees, other than taxes on SCAIL’s net income. Invoices and receipts are delivered electronically.
In short: We give at least 30 days’ notice of a price change, and it applies only from your next renewal. An annual plan keeps its price for the year you paid for.
SCAIL may change its prices on at least thirty (30) days’ notice by email to the Workspace Owner and in the product. A new price applies from Operator’s first renewal after the notice period ends; an annual plan keeps its price for the rest of its prepaid year. If Operator does not accept the change, it may cancel before that renewal and will not be charged the new price.
Pass-through costs set by third parties, such as postage, change when the third party changes them. SCAIL shows the current rate in the product before Operator incurs it.
In short: If a payment fails we tell you, pause only the features that cost money, and give you time to fix it before locking anything. Your clients’ portals keep working throughout.
If a charge fails or is reversed, SCAIL will notify the Workspace Owner by email and in the product and may retry the payment method on file. Until the balance is paid:
(a) Billing hold — immediately. SCAIL may pause the features that create cost for SCAIL: dispatching mail, AI generation and new imports. Everything else keeps working.
(b) Console suspension — from day fourteen (14). If the balance is still unpaid fourteen (14) days after the first failure notice, SCAIL may, after a further notice, suspend Personnel access to the operator console except Billing and data export.
(c) Termination — from day thirty (30). If the balance is still unpaid thirty (30) days after the first failure notice, SCAIL may terminate this Agreement on notice, and the What happens when the agreement ends section applies.
Throughout, Operator Clients keep access to their own portals, letters already in the mail are not recalled, and Operator Data is not deleted. Access returns automatically when payment clears. A hold or suspension is not a termination and does not relieve Operator of its obligations to SCAIL or to its clients. SCAIL may shorten these periods where a payment is reversed as fraudulent or the payment method was never valid.
In short: Refunds follow our published Refund Policy. If you think a charge is wrong, tell us first — it is faster than a chargeback.
The Refund Policy published at scailapp.com/refund forms part of this Agreement. In summary, at the date of this version: subscription fees are generally non-refundable once charged and partial periods are not prorated; a charge made after cancellation is refunded in full; a renewal charge reported within forty-eight (48) hours, where the workspace has not been used in that time, is refunded once per account; unused purchased AI credits may be refunded within fourteen (14) days of purchase, prorated for use; and postage, mail and other third-party costs already incurred are not refundable. Where this summary and the Refund Policy differ, the Refund Policy controls. Refunds are returned to the original payment method.
Operator agrees to raise any disputed charge with SCAIL at billing@scailapp.com and to give SCAIL ten (10) business days to resolve it before asking its card issuer or bank to reverse the charge. If Operator starts a chargeback without doing so, SCAIL may place the workspace on billing hold or suspend it while the dispute is open. If the dispute is decided in SCAIL’s favor, the original amount remains payable together with any dispute fee the payment processor charged SCAIL. Nothing in this section limits a right Operator has under Applicable Law.
In short: You alone are responsible for running a lawful business: CROA, the TSR, the FCRA, the TCPA, state credit services laws, and every registration and bond your business needs.
Operator represents that it is, and will remain, authorized to conduct its business in every jurisdiction where it operates or has a client, and that it holds and will maintain every registration, license, surety bond and filing those jurisdictions require — including the laws of the states where its clients live, not only where Operator is located. Operator will stop serving consumers in any jurisdiction where it is not authorized to do so.
Operator is solely responsible for its compliance with Applicable Law, including the Credit Repair Organizations Act (written contracts, required disclosures, the three-day cancellation right and the ban on charging before services are fully performed); the Telemarketing Sales Rule, including its restrictions on advance fees for credit repair services sold by telephone; the Fair Credit Reporting Act; the Fair Debt Collection Practices Act where it applies; the Telephone Consumer Protection Act and state telemarketing and messaging laws; the CAN-SPAM Act; the Gramm-Leach-Bliley Act and its Safeguards Rule; the ESIGN Act and state electronic-transaction laws; and state credit services organization (CSO) and credit repair statutes, including their licensing, registration, bonding, contract and disclosure requirements, and state consumer protection and privacy laws.
Platform features that record a registration, produce a disclosure, capture a signature, enforce a waiting period or flag a state are aids, never a determination that Operator is compliant, and Operator may not represent them as such to anyone. SCAIL does not decide which laws apply to Operator and does not monitor its registrations.
In short: When you accept — and every day you use SCAIL — you confirm these specific facts about your business. Breaking one is a serious breach.
By accepting this Agreement, Operator represents, warrants and attests, and continues to attest each day it uses the Platform, that: (a) the person accepting is authorized to bind Operator; (b) Operator holds and will maintain every license, registration, bond and filing required where it operates or has a client; (c) Operator complies with the laws named in the Your business, licensing and compliance section and every other law that applies to it; (d) Operator has a signed written contract with, and the authorization of, each consumer whose information it places in the workspace, and charges no fee the law forbids it to charge before services are fully performed; (e) Operator will not use the Platform to create, sell, promote or advise on a credit privacy number, credit profile number, EIN used in place of a Social Security number or any other synthetic or new credit identity; to file or help file a false identity-theft report, police report or dispute; to dispute information it knows or should know is accurate and complete; to forge, alter or fabricate any document, signature or correspondence; or to promise or guarantee any score, deletion, approval or outcome; and (f) Operator has read the Policies.
A breach of any attestation is a material breach that permits SCAIL to suspend or terminate the workspace immediately, without refund.
In short: SCAIL does not promise results for your clients or income for your business — and you must not promise consumers results either.
SCAIL makes no promise about the outcome of any dispute, deletion, score, approval or other result for any consumer, and Operator must not promise or imply one to any consumer.
SCAIL makes no promise about Operator’s revenue, profit, client numbers or success. Case studies, testimonials, example results, revenue figures, pricing suggestions and projections that SCAIL publishes — in marketing, webinars, training, the product or elsewhere — are illustrations. They are not typical, they are not a forecast of Operator’s results, and they depend on things SCAIL does not control, including Operator’s effort, market, pricing, compliance and the facts of each consumer’s file. Operator has not relied on any such statement in entering into this Agreement, and must not present SCAIL’s published results to consumers as its own.
In short: Every consumer in your workspace is your client, under your contract. SCAIL never contracts with them and never bills them.
Every Operator Client is Operator’s client, not SCAIL’s. Before adding a consumer’s information to the workspace, Operator must hold that consumer’s written authorization to do so and to act for them. Operator contracts with each client directly, on its own terms, and is the party responsible to that client for the service delivered. SCAIL has no contractual relationship with Operator Clients, makes no promise to them, and will not contact them for its own purposes; SCAIL may contact an Operator Client only to deliver the Platform on Operator’s instruction, to comply with law, to protect a consumer from fraud, or with Operator’s consent.
SCAIL never bills Operator Clients. Any fee Operator charges a client is charged by Operator, through Operator’s own merchant or payment account and under Operator’s own agreement. SCAIL is not the merchant of record, does not hold client funds, and is not responsible for Operator’s refunds to its clients. Privacy and data requests from Operator Clients are Operator’s to answer; SCAIL forwards any it receives and helps Operator respond.
In short: Use SCAIL lawfully and honestly. These are the things that get a workspace suspended or closed.
The Acceptable Use Policy forms part of this Agreement. Without limiting it, Operator and its Personnel must not use the Platform to:
(a) do or help anyone do anything illegal, fraudulent or deceptive; (b) send any text message to, or place any call to, a consumer without first obtaining and documenting that consumer’s consent; send any autodialed, prerecorded, artificial-voice or other automated text or call, or any marketing text or call, to anyone who has not first given prior express written consent as the TCPA and state law define it; text or call purchased, rented, scraped or “cold” lists; or keep messaging anyone who has opted out; (c) send spam or messages that breach the CAN-SPAM Act; (d) promise or guarantee a specific score, deletion, approval or outcome; (e) charge or collect a fee from a consumer before services are fully performed where CROA, the Telemarketing Sales Rule or state law forbids it; (f) dispute information Operator knows or should know is accurate, or dispute items without reviewing the file; (g) create, sell or advise on credit privacy numbers or any synthetic identity, or file a false identity-theft or police report; (h) impersonate any consumer, attorney, government body, creditor or credit bureau, or send correspondence in a consumer’s name without that consumer’s authorization; (i) upload malicious code, probe or attack the Platform, get around tenancy, rate or usage limits, or try to reach another workspace’s data; (j) share access or resell the Platform outside a written reseller agreement; (k) upload information Operator has no right to process; or (l) harass, threaten or abuse SCAIL’s staff, contractors or other operators.
SCAIL may decline to provide support to anyone who breaches item (l).
In short: No CPNs or synthetic identities, no file segregation, no false fraud claims or fake reports, no impersonation. Any of these means immediate suspension without refund, and we may report it.
Some practices are so harmful to consumers, to the credit reporting system and to every other operator on the Platform that SCAIL treats them as zero-tolerance. Operator and its Personnel must never use the Platform, or any document, letter or data produced with it, to:
(a) create, obtain, sell, promote or advise anyone on a credit privacy number (CPN), secondary credit number (SCN), credit profile number, an EIN used in place of a Social Security number, or any other synthetic or “new” credit identity; (b) engage in file segregation — helping a consumer build a credit file separate from their own under a different identifier, name, address or date of birth; (c) dispute information Operator knows or reasonably should know is accurate by claiming it is the result of fraud or identity theft; (d) prepare, file or help a consumer file a false police report, a false FTC Identity Theft Report or affidavit, or any other false statement to a government agency, creditor or consumer reporting agency; or (e) impersonate a consumer, a consumer reporting agency, a creditor, a government body, an attorney or SCAIL, including by sending correspondence in any of their names without authority.
A breach of this section is a material breach. SCAIL may suspend or terminate the workspace immediately, without notice and without refund, preserve the related records, and may report suspected unlawful conduct to law enforcement, regulators and consumer reporting agencies where required or permitted by law. These consequences are in addition to Operator’s indemnification obligations.
In short: One login per person, no shared accounts, and strong sign-in. We log account activity, and those logs can be used as evidence.
Each login is for one named individual who is at least eighteen (18) and gives accurate information. Operator must not share credentials between people, inside or outside its business, or create accounts by automated means. Operator decides whom to invite and what role to grant, and must remove access promptly when someone leaves or no longer needs it. Operator is responsible for all activity under its workspace’s credentials until it tells SCAIL they have been compromised.
SCAIL strongly encourages multi-factor authentication for every user, requires it wherever the product makes it mandatory, and may require it more widely on notice.
SCAIL records security and activity information — sign-ins, IP addresses, devices and browsers, and significant actions in the workspace — to secure the Platform, investigate misuse and keep an audit trail. Operator agrees that these records, and the signed record of this Agreement, may be used as evidence in any dispute, investigation or proceeding, including one about shared credentials, unauthorized access or exposure of consumer data.
In short: Your clients’ Social Security numbers, credit reports and financial details are sensitive. You must protect them with a real security program — and so must we.
Operator Data includes highly sensitive consumer information. Operator is responsible for: maintaining an information security program that meets the Gramm-Leach-Bliley Act Safeguards Rule (16 C.F.R. Part 314) and any state law that applies to it; accessing, importing, storing and using a consumer’s credit report only with that consumer’s written authorization and a permissible purpose under the FCRA, and disposing of reports as the FCRA requires; training its Personnel; securing the devices and networks they use; keeping copies of consumer data outside the Platform to what is necessary; and ensuring its Personnel comply with every federal and state law that protects consumers’ identity and financial information. Operator must not put full Social Security numbers, full card numbers or passwords in free-text notes, messages or file names.
SCAIL maintains administrative, technical and physical safeguards appropriate to the sensitivity of the data, as the DPA describes, including encryption in transit and at rest, separation of each workspace’s data enforced at the database, staff access limited to need and logged, and access to stored documents through short-lived links.
In short: If either of us learns of a breach that affects your data, we tell the other quickly and work on it together.
SCAIL will notify Operator without undue delay, and in any case within seventy-two (72) hours after becoming aware of a breach of security that leads to unauthorized access to or disclosure of Operator Data in the systems of SCAIL or its Sub-processors, with the information the DPA describes. SCAIL will take reasonable steps to contain it and will help Operator meet its own notification obligations.
Operator will notify SCAIL without undue delay, and in any case within seventy-two (72) hours, after it learns of or reasonably suspects a compromised workspace credential, unauthorized access to the workspace, or exposure of consumer data taken from the Platform, by email to legal@scailapp.com and through in-product support. SCAIL may lock a compromised account or workspace immediately to contain an incident.
Notifying consumers, regulators and others about an incident involving Operator Clients is Operator’s responsibility, because Operator holds the client relationship; SCAIL will provide the information it reasonably can to support that.
In short: Your data is yours. We only use it to run the Platform for you, keep it secure and comply with law — never to sell it or market to your clients.
As between the parties, Operator owns all Operator Data. SCAIL claims no ownership in it and receives only a limited, non-exclusive licence to host, process, transmit, back up, secure and display it in order to provide the Platform to Operator, to prevent abuse, and to comply with law.
SCAIL will not sell Operator Data, will not share it with another workspace, and will not use it to market to Operator Clients. SCAIL may create aggregated, de-identified statistics — from which Operator, its clients and its business cannot reasonably be identified — and use them to operate, secure, benchmark, describe and improve the Platform.
In short: You can export all of your data at any time, without charge or permission. If the tools are not enough, we will export it for you.
Operator may export the whole of Operator Data at any time during the term, without charge and without asking SCAIL, using the export functions in the product: client files with custom fields and notes, letters with their mail records, credit reports pulled, messages, and billing history. This right continues through a billing hold, a billing dispute and a suspension, except where the Suspension section says otherwise.
If the export tools are unavailable or cannot produce something Operator is entitled to, SCAIL will, on written request from the Workspace Owner, provide a full export in a commonly used machine-readable format, with documents in their stored format, within fifteen (15) business days and without charge.
In short: We process your clients’ data only on your instructions, through a short list of named vendors. The DPA has the details.
In handling personal information in Operator Data, SCAIL acts as a service provider and processor on Operator’s documented instructions. The DPA governs security measures, Sub-processors, breach notification, data location and consumer rights requests; where this Agreement and the DPA conflict on personal information, the DPA controls. Operator Data is hosted and processed in the United States.
At the date of this version, SCAIL’s principal Sub-processors are Supabase (database, authentication and file storage), Vercel (application hosting), Stripe (payment processing for SCAIL’s own fees), Resend (email delivery), Twilio and Sendblue (text messaging and telephony), Anthropic (AI Features), Lob and any other mail provider listed in the DPA (printing and mailing letters), PDFShift (document rendering) and, where Operator turns it on, ConsumerDirect/SmartCredit (credit report retrieval). The current list is kept in the DPA, and SCAIL will give notice of changes as the DPA provides. SCAIL remains responsible for its Sub-processors as the DPA describes.
In short: AI drafts and suggests; a person on your team reviews and decides. Your data is never used to train AI models.
AI Features are, at the date of this version, powered by Anthropic’s Claude models; SCAIL may change model providers through the Sub-processor process in the DPA. Information is sent to the model provider only to produce the output requested, and SCAIL does not permit its AI providers to train their models on Operator Data.
AI output is produced by statistical prediction, can be wrong or incomplete, and is not reviewed by anyone at SCAIL before Operator sees it. Operator must review every AI-assisted output before relying on it or sending it; must not present AI output to a consumer as legal advice, as a guaranteed outcome, or as the work of a person who did not review it; and must not use AI Features to make a statement about a consumer’s file that Operator has not checked against the file. Operator is responsible for any notice to or consent from its clients that Applicable Law requires for the use of AI, and for honoring a client’s choice where the product offers one.
In short: Mail, texts, email, payments and report pulls run through third-party providers. You are the sender; we pass on what the providers report.
Letters dispatched through the Platform are printed and mailed by a third-party mail provider. SCAIL passes through what the provider reports — acceptance, tracking, delivery and returns — and does not independently verify delivery, guarantee a delivery date, or guarantee that any recipient will act. A letter in the mail cannot be recalled.
Text messages and email sent from a workspace are sent under Operator’s sending identity and consent records. Operator is the sender of record and is responsible for obtaining and documenting consent, honoring opt-outs, and every statement in each message. SCAIL may suspend a sending capability without notice where it reasonably believes it is being used unlawfully or in a way that threatens deliverability for other operators.
Credit monitoring and report retrieval, mail, payment processing, e-signature, telephony and AI inference are provided by third parties under their own terms. SCAIL integrates them but does not control them and does not warrant their availability, accuracy or pricing. A third party’s change, outage, price increase or withdrawal is not a breach by SCAIL, though SCAIL will give such notice as it reasonably can.
In short: We support you and your team by email and in-product message during business hours. Support is about the software, not legal advice or your clients’ files.
SCAIL provides support to Operator’s Personnel by email and in-product message during SCAIL’s published business hours, and aims to respond within one (1) business day. Support covers how the Platform works. It does not include legal or compliance advice, drafting Operator’s client agreements, or work on individual consumer files. Onboarding, migration and other services bought separately are governed by their Order Form.
SCAIL supports Operator and its Personnel, not Operator Clients; consumer questions that reach SCAIL are passed to Operator.
In short: We work hard to keep SCAIL running, but there is no uptime guarantee or service credit unless your Order Form says so.
SCAIL uses commercially reasonable efforts to keep the Platform available and aims for at least 99.5% monthly availability. That aim is not a service-level commitment: no credits or refunds are owed for downtime unless a written Order Form includes a service-level agreement.
SCAIL may perform scheduled maintenance, announced in the product in advance where practical and timed to limit disruption, and emergency maintenance without notice where needed for security or stability. The Platform depends on the internet and on third-party infrastructure, and SCAIL is not responsible for outages outside its reasonable control. Operator should keep its own copies, using the export tools, of any records it is legally required to retain.
In short: The Platform improves constantly. We will not take away core features you pay for without 30 days’ notice, and you can leave if you object.
SCAIL may add, change or remove features. SCAIL will not materially reduce the core functionality of Operator’s plan without at least thirty (30) days’ notice; if Operator does not accept the reduction, it may terminate within that period and SCAIL will refund prepaid fees for the unused part of the Billing Period. Changes required by law, by a third-party provider or to address a security risk may take effect sooner, with notice as soon as practical.
In short: We can pause a user, a feature or a workspace to stop a legal, security or abuse problem — narrowly, and with notice where we can.
SCAIL may suspend a user, a feature or the whole workspace, without prior notice where necessary, if it reasonably believes that the Platform is being used in breach of the Acceptable use and prohibited conduct section, the Prohibited credit practices section, the Your attestations section or Applicable Law; that there is a threat to the security of the Platform, Operator Data or other operators; or that suspension is required by law or a regulator. Suspension for non-payment follows the Failed payments section.
SCAIL will limit a suspension to what is reasonably necessary, tell the Workspace Owner the reason promptly unless the law or an investigation prevents it, and restore access once the cause is resolved. Operator Data is not deleted during a suspension, and Operator keeps its export rights, except where SCAIL reasonably believes an export would further fraud or harm consumers, or a legal hold applies.
In short: If misuse is reported or suspected, we can investigate, preserve records and cooperate with regulators. We expect you to cooperate too.
SCAIL may investigate any suspected breach of this Agreement or the Policies. SCAIL may preserve records, and may disclose Operator Data and account information to a regulator, law enforcement agency or court where it reasonably believes it is required or permitted by law, or where necessary to protect consumers or SCAIL. Where the law allows, SCAIL will tell Operator about a compelled disclosure. Operator will cooperate with any reasonable inquiry SCAIL makes about its use of the Platform. Anyone may report misuse at abuse@scailapp.com or the report page linked in the workspace.
In short: You decide how your business operates. SCAIL’s compliance aids are conveniences, not supervision, and they create no duty.
Operator alone decides how its business is run, whom it serves, what it charges, what it promises and what it sends. SCAIL does not supervise, direct, control, review or approve Operator’s business, Personnel, clients or communications, and has no duty to monitor Operator’s use of the Platform. Any review, flag, warning, template, checklist or automated check SCAIL provides is a convenience Operator may not rely on, and SCAIL’s decision to review or not review any activity creates no duty or liability. SCAIL is not responsible for any act, omission, statement, contract, fee, refund, dispute or complaint of Operator, its Personnel or its clients.
In short: You can leave at the end of any billing period. Either of us can end the agreement for a serious breach that is not fixed; we can end it at once for serious misuse.
Operator may terminate for convenience by cancelling under the Cancelling section. Either party may terminate on written notice if the other materially breaches this Agreement and does not cure the breach within thirty (30) days after notice describing it. Either party may terminate immediately on notice if the other becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or is the subject of a bankruptcy petition that is not dismissed within sixty (60) days.
SCAIL may terminate immediately on notice for a breach of the Acceptable use and prohibited conduct, Prohibited credit practices or Your attestations sections, for fraud, or where Operator’s continued use creates a legal, regulatory or security risk SCAIL cannot reasonably reduce; and for non-payment as the Failed payments section provides. SCAIL may also terminate for convenience on at least sixty (60) days’ notice.
If SCAIL terminates for convenience, or Operator terminates because of SCAIL’s uncured material breach, SCAIL will refund prepaid fees for the unused part of the Billing Period.
In short: You get 90 days to take your data with you. After that we delete it within a further 90 days, and confirm in writing if you ask.
When this Agreement ends for any reason: (a) Operator’s right to use the Platform ends, and so does its clients’ portal access — Operator is responsible for telling its clients and meeting its own obligations to them, including keeping the records the law requires; (b) fees accrued up to the end become due; and (c) for ninety (90) days (the “Export Window”), SCAIL will keep Operator Data and give the Workspace Owner access to the export tools, or provide a full export on request as the Data export section describes. Operator may reactivate the workspace as it was by resubscribing within the Export Window.
After the Export Window, SCAIL will delete or irreversibly de-identify Operator Data in its production systems within ninety (90) days; backup copies expire on their normal cycle within a further ninety (90) days. A longer retention applies only where the law or a legal hold requires it, and then only for that purpose. SCAIL will confirm deletion in writing on request.
SCAIL keeps the record of this Agreement and its acceptances and signatures, billing records and security logs for as long as reasonably needed for legal, tax and evidentiary purposes, and the signature record for at least six (6) years after the workspace closes. Where termination was for fraud or the law restricts access, SCAIL will provide the export in a manner that complies with the law.
In short: SCAIL’s software stays SCAIL’s. Your brand, your content and your data stay yours.
SCAIL and its licensors own the Platform and all intellectual property in it, including software, models, prompts, letter libraries, templates, designs, documentation and the SCAIL name and marks, and all improvements to them. Nothing in this Agreement transfers that ownership.
Operator owns its names, logos, trademarks, domain names, website content, the client agreements and marketing it writes, and its other brand materials (“Operator Brand Assets”). Operator grants SCAIL a non-exclusive, royalty-free licence during the term to host, reproduce and display Operator Brand Assets only to deliver the Platform to Operator — in its workspace, portals, emails, letters and documents. Documents generated for Operator from SCAIL’s templates may be used in Operator’s business, including after termination for documents already sent or signed.
Neither party will use the other’s name or marks in publicity without consent, except that SCAIL may name Operator as a customer in a customer list unless Operator asks it not to by email.
In short: If you send us ideas about the product, we may use them — but that gives us no rights in your data, your brand or your business.
If Operator or its Personnel choose to give SCAIL suggestions, ideas or comments about the Platform (“Feedback”), SCAIL may use them to improve its products without payment, attribution or other obligation. Feedback does not include Operator Data, Operator Brand Assets, Operator’s Confidential Information, or content Operator creates for its own business, and SCAIL acquires no rights in any of those under this section. SCAIL will not identify Operator as the source of Feedback without consent.
In short: Each of us keeps the other’s non-public information private and uses it only for this agreement.
“Confidential Information” is non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential, including SCAIL’s non-public pricing, roadmap and security documentation, and Operator’s business information and Operator Data. The receiving party will protect it with at least the care it uses for its own confidential information and no less than reasonable care, use it only to perform this Agreement, and disclose it only to personnel and advisers who need it and are bound by similar duties.
These duties do not apply to information that is or becomes public through no fault of the receiving party, was already known to it without a duty of confidence, is independently developed, or is lawfully received from a third party without restriction. A party compelled by law to disclose will, where lawful, give the other notice and reasonable help to seek protection. These duties last during the term and for three (3) years afterward, and for trade secrets and Operator Data for as long as they remain confidential. Because a breach may cause harm money cannot fix, the disclosing party may seek injunctive relief in addition to other remedies.
In short: We promise the Platform will work materially as described. Beyond that it is provided as is, and nobody can promise results.
Each party warrants that it has the authority to enter into this Agreement. SCAIL warrants that the Platform will perform materially as described in its documentation and that SCAIL will provide it in a professional and workmanlike manner and in accordance with the DPA. If SCAIL breaches this warranty, SCAIL will use reasonable efforts to correct the problem; if it cannot within thirty (30) days of Operator’s notice, Operator may terminate and receive a refund of prepaid fees for the unused part of the Billing Period. This is Operator’s exclusive remedy for breach of this warranty.
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PLATFORM, AI OUTPUT, TEMPLATES AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND SCAIL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SCAIL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI OUTPUT WILL BE ACCURATE OR COMPLETE, THAT USE OF THE PLATFORM WILL MAKE OPERATOR COMPLIANT WITH ANY LAW, OR THAT IT WILL PRODUCE ANY RESULT FOR ANY CONSUMER — INCLUDING THE DELETION OF ANY ITEM, ANY CHANGE IN ANY CREDIT SCORE OR ANY APPROVAL BY ANY LENDER — OR ANY REVENUE FOR OPERATOR. NO ADVICE OR STATEMENT BY SCAIL OR ITS PERSONNEL CREATES A WARRANTY NOT STATED IN THIS AGREEMENT.
In short: Neither of us is liable for indirect losses, and each side’s total liability is capped at what you paid SCAIL in the previous 12 months — with the usual exceptions.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, CLIENTS, GOODWILL OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM IS LIMITED TO THE GREATER OF THE FEES PAID AND PAYABLE BY OPERATOR TO SCAIL FOR THE PLATFORM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND ONE HUNDRED U.S. DOLLARS ($100).
SCAIL HAS NO LIABILITY FOR ANY CLAIM BY OR RELATING TO AN OPERATOR CLIENT ARISING FROM OPERATOR’S SERVICES, OR FOR THE OUTCOME OF ANY DISPUTE, LETTER OR COMMUNICATION.
The limits in this section do not apply to: Operator’s obligation to pay fees; either party’s indemnification obligations; Operator’s breach of the Your licence, Acceptable use and prohibited conduct, Prohibited credit practices or Your attestations sections; either party’s fraud, gross negligence or willful misconduct; or any liability that cannot be limited under Applicable Law. Each party acknowledges that the fees reflect this allocation of risk.
In short: You cover SCAIL for claims arising from your business, your compliance and your clients. SCAIL covers you if the software itself infringes someone’s intellectual property.
Operator will defend, indemnify and hold harmless SCAIL and its members, managers, officers, employees, contractors and agents against every third-party or governmental claim, demand, investigation, subpoena, suit, proceeding, fine, penalty, settlement, judgment, loss and expense, including reasonable attorneys’ fees, arising out of or relating to: Operator’s business and how it is run; Operator’s contracts, communications, marketing, advertising and dealings with its clients, prospects, partners, affiliates and Personnel; any claim by an Operator Client; any dispute, letter, message or document produced, sent or filed from Operator’s workspace; Operator’s compliance or non-compliance with Applicable Law, including any inquiry by the Consumer Financial Protection Bureau, the Federal Trade Commission, a state attorney general or a licensing agency; Operator’s breach of this Agreement or the Policies; Operator Data and Operator Brand Assets; and the acts and omissions of anyone using Operator’s credentials.
SCAIL will defend Operator against any third-party claim that the Platform, used as this Agreement permits, infringes that party’s United States patent, copyright or trademark or misappropriates its trade secret, and will pay the resulting damages and costs finally awarded or agreed in settlement. SCAIL has no obligation for claims arising from Operator Data, Operator Brand Assets, modifications not made by SCAIL, combination with items SCAIL did not provide, or use in breach of this Agreement. If the Platform is, or SCAIL believes it may be, found to infringe, SCAIL may obtain the right for Operator to continue using it, modify it to be non-infringing, or end the affected feature and refund prepaid fees for the unused period. This paragraph is Operator’s sole remedy for infringement.
The party seeking defense must give prompt written notice of the claim (a delay excuses the defending party only to the extent it is prejudiced), let the defending party control the defense and settlement, and cooperate reasonably at the defending party’s expense. The defending party may not settle a claim in a way that imposes an obligation or admission on the other without its written consent, which will not be unreasonably withheld. The protected party may join with counsel of its own choosing at its own expense, or at the defending party’s expense if the defending party fails to defend promptly.
In short: You agree to sign and receive this agreement, notices and records electronically — with the same effect as paper.
Each party consents to conduct business electronically under the federal Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act as adopted in California and other states. Acceptance in the product by a person who represents that they are authorized to bind Operator — including a typed name, a ticked consent or a click — is a signature that binds Operator with the same effect as a handwritten one. The signed record, including the exact text accepted, the consents given, the time, the IP address and the browser, is retained and may be used as evidence of the agreement.
Operator agrees to receive this Agreement, its updates, notices, invoices, receipts and other records electronically, by email to the Workspace Owner’s address of record, by notice in the product, or by publication on SCAIL’s website where this Agreement allows it. To do so Operator needs a current web browser, a working email address and software that opens PDF files. Operator can download or print the signed copy at any time from Compliance in the workspace, and may ask for an additional copy at no charge at legal@scailapp.com. Operator must keep the Workspace Owner’s email address current. Because the Platform is provided only electronically, withdrawing this consent requires cancelling the subscription.
In short: California law governs this agreement.
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act as to the Dispute resolution section. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
In short: We try to settle disagreements by talking first. If that fails, disputes go to individual arbitration in Orange County, California — not court, and not class actions — except small claims and urgent intellectual-property or security matters.
(a) Informal resolution. Before starting any proceeding, a party must send the other written notice describing the dispute and the relief sought, and the parties will try in good faith to resolve it for thirty (30) days.
(b) Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the Platform that is not resolved informally will be settled by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Orange County, California, and conducted in English. Judgment on the award may be entered in any court with jurisdiction. Except as this section provides, the arbitrator decides all questions of arbitrability. Fees of the arbitration are paid as the AAA rules provide, and each party bears its own attorneys’ fees unless the arbitrator awards them under Applicable Law or this Agreement.
(c) Exceptions. Either party may bring an individual claim in a small claims court with jurisdiction. Either party may seek temporary or preliminary injunctive relief in the state or federal courts located in Orange County, California, to protect its intellectual property, its Confidential Information or the security of the Platform, and the parties consent to the jurisdiction of those courts for that purpose.
(d) CLASS-ACTION WAIVER. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT OPERATORS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. A court, not the arbitrator, decides whether this waiver is enforceable; if it is found unenforceable as to a claim, that claim proceeds in the courts named in item (c) and not in arbitration.
(e) To the extent permitted by Applicable Law, each party waives trial by jury in any proceeding that is heard in court, and any claim must be brought within one (1) year after it arises.
In short: You need our consent to transfer this agreement, which we will not unreasonably refuse. We may transfer it to an affiliate or a buyer of our business.
Operator may not assign or transfer this Agreement without SCAIL’s prior written consent, which SCAIL will not unreasonably withhold where the transferee acquires substantially all of Operator’s business, agrees in writing to be bound, and is in good standing. SCAIL may assign this Agreement to an affiliate or to a successor in a merger, acquisition or sale of substantially all of its assets, on notice to Operator. Any other attempted assignment is void. This Agreement binds and benefits the parties and their permitted successors.
In short: Neither of us is in breach for delays caused by events truly outside our control — but fees still have to be paid.
Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labor actions not involving its own workforce, government action, failures of utilities, the internet, carriers or hosting and other third-party providers, and cyberattacks that occur despite reasonable safeguards. The affected party will give prompt notice and use reasonable efforts to resume performance. If an event prevents SCAIL from providing the Platform for more than thirty (30) consecutive days, either party may terminate on notice and SCAIL will refund prepaid fees for the unused part of the Billing Period. This section does not excuse payment of fees already owed.
In short: We send notices to your workspace owner’s email and in the product. You send legal notices to legal@scailapp.com.
SCAIL gives notices to Operator by email to the Workspace Owner’s address of record or by notice in the product; an email notice is effective when sent unless SCAIL receives a delivery failure. Operator gives notices to SCAIL by email to legal@scailapp.com (and, for billing matters, billing@scailapp.com); a notice of breach, termination or dispute must also be sent by recognized courier or certified mail to the postal address published in the workspace. A notice to SCAIL is effective when received.
In short: When we change this agreement we give 30 days’ notice and ask you to sign the new version before the console reopens. If you do not agree, you can leave and get back unused prepaid fees.
SCAIL may update this Agreement by publishing a new version with a new version identifier. For a material change SCAIL will give at least thirty (30) days’ notice by email to the Workspace Owner and in the product before the new version takes effect, unless a shorter period is required by law or to address a security or legal risk.
When a new version takes effect, the Workspace Owner will be asked to read and sign it in the product. Until it is signed, the operator console is unavailable to Operator’s Personnel; Operator Clients’ portals and letters already in the mail are not affected, and Operator may request a data export by email in the meantime. Each version, and who signed which version, when and from where, is retained.
If Operator does not accept a new version, it may cancel before the new version takes effect or within thirty (30) days afterward, and SCAIL will refund prepaid subscription fees for the unused part of the current Billing Period. No other amendment binds either party unless it is in writing and accepted by both; an Order Form accepted in the product counts as written and accepted.
In short: The standard terms that make the rest of the agreement work.
Entire agreement and order of precedence. This Agreement, the Order Form and the Policies are the entire agreement between the parties on their subject and replace all prior discussions and proposals. If they conflict: the Order Form controls as to commercial terms; the DPA controls as to personal information; and otherwise this Agreement controls. This Agreement controls over the Terms of Service published at scailapp.com as to Operator’s workspace. Terms in a purchase order or other document from Operator do not apply.
Relationship. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, fiduciary, agency or employment relationship, and neither party may bind the other or hold itself out as able to. There are no third-party beneficiaries; in particular, Operator Clients have no rights under this Agreement.
Interpretation. If a provision is held unenforceable, it is modified to the minimum extent necessary to make it enforceable and the rest remains in force. A failure or delay in enforcing a provision is not a waiver. No provision is construed against a party because it drafted it. This Agreement is in English, and a translation is for convenience only.
In short: Some terms keep applying after the agreement ends.
Every provision that by its nature should survive termination survives it, including those on fees owed, Operator Data, data export and deletion, record retention, intellectual property and brands, feedback, confidentiality, attestations as to conduct during the term, no guarantees and no earnings claims, warranties and disclaimers, limitation of liability, indemnification, electronic signatures and records, governing law, dispute resolution, notices, general terms and this section.
A workspace’s acceptance of this document — who accepted it, when, and from what address — is recorded and retained. See Settings → Tenant agreement inside the workspace, or that workspace’s profile in SCAIL’s own HQ.