Welcome to Scend, Inc. (“Scend,” “we,” “us”). These Terms of Service (“Terms”) govern your access to and use of Scend’s websites, applications, APIs, and related services (collectively, the “Services”).

By signing in, creating an account, purchasing a plan, clicking an acceptance button, or otherwise accessing or using the Services, you agree to these Terms and acknowledge Scend’s Privacy Policy and Usage Policy. If you do not agree, do not use the Services.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization. “Customer,” “you,” and “your” refer to that organization.

Additional documents and order of precedence

These Terms incorporate by reference:

• Scend Privacy Policy
• Scend Usage Policy (Data Processing & AI Use)
• Any product-specific terms, policies, or documentation we publish for the Services (“Service Terms”)
• Any order form or written agreement signed by you and Scend (“Order Form”), if applicable

If there is a conflict, the Order Form controls for commercial terms (pricing, term length, credit quantities, overage rates), then Service Terms, then these Terms.

Eligibility, accounts, and authorized users

You must be able to form a binding contract to use the Services.

You are responsible for:

• Keeping account information accurate and current
• Maintaining the confidentiality of credentials
• All activity under your account, including actions by your employees, contractors, and other permitted users (“Authorized Users”)

You will not:

• Share one login across multiple people
• Allow access by anyone not authorized to use the Services for your benefit
• Resell, rent, or provide the Services to third parties unless expressly permitted in writing by Scend

Plans, credits, and usage

Scend may offer subscription plans, including plans that include an allocation of usage credits (“Credits”) and other entitlements (“Plan”). Plan details may be presented at checkout, in-product, on our pricing pages, or in an Order Form.

Credits are a unit of measure used to pay for certain actions, workflows, or outputs in the Services. Credit costs may vary by feature and may be displayed in-product or described in applicable Service Terms.

Credits are not currency

Unless your Plan or Order Form states otherwise:

• Credits are non-transferable and may only be used for your account
• Credits are not legal tender, not stored value, and not redeemable for cash
• Credits may expire under your Plan rules (for example, at the end of a billing cycle or subscription term)
• We may update credit costs for actions over time, but we will not retroactively change costs for usage already incurred

Overages and billing in arrears

If your Plan permits usage beyond included or committed Credits, you may continue using the Services and incur overage charges (“Overages”).

Unless otherwise stated at checkout or in an Order Form:

• Overages are billed in arrears at the applicable overage rate for your Plan
• We may charge your payment method on file or invoice you for Overages after the billing period ends
• You are responsible for all Overages incurred by your account and Authorized Users

We may offer usage alerts or limits, but you remain responsible for monitoring usage and charges.

Renewals

If you have a paid Plan, your subscription will continue for the subscription term you selected (for example, monthly or annual) or the term stated in your Order Form.

At the end of the then-current term, your subscription will automatically renew for successive renewal terms of equal length unless you opt out of auto-renewal by canceling before the renewal date.

Upon renewal, Scend will renew your subscription at Scend’s then-current rates and terms for the applicable Plan, unless your Order Form states otherwise.

You can opt out of auto-renewal by canceling your subscription.

If you cancel, you will continue to have access to paid features through the end of your then-current subscription term. Fees already paid are non-refundable except where required by law or expressly stated in an Order Form.

Fees, taxes, and payment

You agree to pay all fees associated with your Plan, Credits, and Overages (“Fees”).

Unless otherwise stated at checkout or in an Order Form:

• Subscription fees are billed in advance (monthly or annually)
• Overages are billed in arrears
• Fees are non-refundable except where required by law or expressly stated in writing by Scend

You are responsible for applicable taxes, duties, and governmental charges, except taxes based on Scend’s net income.

If payment is past due, we may:

• Suspend or limit access to the Services
• Disable features or exports
• Require prepayment or additional assurances

Trials and beta features

We may offer free trials, pilots, or beta features. They may be modified or discontinued at any time. Unless otherwise stated, trials and beta features are provided “as is” without warranties.

Acceptable use

You will not, and will not allow others to:

• Use the Services in violation of applicable law
• Attempt to gain unauthorized access to accounts, systems, or data
• Interfere with or disrupt the Services, including by bypassing security or rate limits
• Reverse engineer or attempt to discover source code or underlying systems except where prohibited by law
• Upload or transmit malware or harmful code
• Infringe or misappropriate intellectual property rights
• Use the Services to build a competing product by copying protected elements of the Services

We may suspend or terminate access for suspected violations.

Third-party services and data sources

The Services may integrate with or rely on third-party services, data providers, and websites. Third-party services are governed by their own terms, and Scend is not responsible for third-party services or third-party data accuracy, availability, legality, or changes.

Customer content, outputs, and permissions

“Customer Content” means data, text, prompts, files, and other materials you submit to the Services.

As between you and Scend:

• You retain ownership of Customer Content
• You grant Scend a non-exclusive, worldwide, royalty-free license to host, process, transmit, and use Customer Content and Outputs solely to provide, secure, maintain, and improve the Services, including personalization and recommendations, as described in the Usage Policy

You are responsible for ensuring you have the rights to provide Customer Content and that your use complies with applicable law.

If you provide feedback, you grant Scend the right to use it without restriction or obligation.

Intellectual property

Scend and its licensors own all rights in the Services, including software, workflows, designs, and documentation. Except for the limited rights expressly granted, no rights are granted to you.

Confidentiality

Each party may receive confidential information from the other. The receiving party will:

• Use it only to perform under these Terms
• Protect it using reasonable care
• Not disclose it except to personnel and contractors with a need to know who are bound by confidentiality obligations

Publicity and logo rights

You grant Scend the right to use your company name, logo, and trademarks to identify you as a customer on Scend’s website, marketing materials, case studies, and sales materials.

If you want to opt out or request specific usage guidelines, email contracting@scend.ai. We will use commercially reasonable efforts to honor reasonable restrictions going forward.

Suspension and termination

We may suspend or terminate access:

• For non-payment
• For violation of these Terms
• To comply with law or protect the Services, Scend, customers, or third parties

Upon termination:

• Your access ends
• Unpaid Fees and Overages become immediately due
• Credits may be forfeited or expire as described in your Plan or Order Form, except where required by law

Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCEND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• SCEND WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL
• SCEND’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO SCEND FOR THE SERVICES IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY

Some jurisdictions do not allow certain limitations, so some of the above may not apply.

Indemnification

You will indemnify and hold harmless Scend from claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising from:

• Customer Content
• Your or your Authorized Users’ use of the Services in violation of these Terms or applicable law
• Your breach of confidentiality or misuse of third-party data

Export controls and sanctions

You will comply with applicable export control and sanctions laws. You represent that you and your Authorized Users are not located in, under the control of, or nationals/residents of any prohibited jurisdiction and are not on any restricted party list.

Assignment

• You may assign these Terms, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of your assets, provided the assignee agrees to be bound by these Terms.
• Other than the permitted assignment above, you may not assign these Terms without Scend’s prior written consent, which will not be unreasonably withheld or delayed.
• Scend may assign these Terms, in whole or in part, to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Scend’s assets.
• Any attempted assignment in violation of this section is void.

Changes to the Services and Terms

We may modify the Services over time.

We may update these Terms from time to time. If we make material changes, we will provide notice by reasonable means (for example, by posting an updated version and updating the “Last Updated” date, or by email). Your continued use after the effective date constitutes acceptance.

Governing law and venue

These Terms are governed by the laws of the State of New York, without regard to conflict of laws principles. Any dispute will be brought in state or federal courts located in New York, New York, and each party consents to jurisdiction and venue there.

Acknowledgment

By using the Services, you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them.