Terms of Service

Thank you for choosing Scrambl. These Terms of Service ("Terms") govern your access to and use of Scrambl's website, platform, and services (collectively, the "Service"). This is a legal agreement between you (an individual or the entity you represent) and Scrambl, LLC, a Delaware limited liability company ("Scrambl", "we", "us" or "our"). By signing up for an account or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.

1. Acceptance of Terms

Binding Agreement: By creating an account, clicking "I agree," or otherwise accessing or using the Service, you acknowledge that you have read, understood, and agree to these Terms. If you are using the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.

Supplemental Terms: Certain features or services may be subject to additional terms or policies. We will notify you of any additional terms, and by using those features you agree to the supplemental terms, which become part of our agreement with you.

Updates to Terms: We may modify these Terms from time to time. We will provide notice of material changes (e.g. by email or through the Service). Updated Terms will be effective when posted, with a new effective date. Your continued use of the Service after updates constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.

2. Description of the Service

What We Provide: Scrambl is an all-in-one business productivity platform that brings order to your work chaos. Our Service allows businesses and professionals to organize their work in one workspace – including project management, time tracking, client management, invoicing, team collaboration, sales pipeline tracking, analytics, and more – through a web-based dashboard.

Features: Scrambl's features include tools for managing projects (with milestones, tasks, custom workflows), tracking time and generating timesheets, creating invoices and tracking payments, maintaining client profiles and a CRM/sales pipeline, generating reports (projects, financials, team performance), and facilitating team collaboration (shared calendars, resource planning, internal forms, etc.). New features may be added and existing ones improved over time.

Cloud Service: The Service is provided as a cloud-based software (Software-as-a-Service). Your data is stored and processed on our servers and those of our cloud providers. We use secure Amazon Web Services (AWS) infrastructure to host Scrambl. We follow industry best practices in deployment and security to ensure a reliable and safe service.

3. Eligibility and Accounts

Business Use and Age Requirement: Scrambl is intended for use by businesses and professionals. You must be at least the age of legal majority in your jurisdiction (typically 18 years or older) to use the Service. The Service is not intended for children or minors under 13 years of age, and we do not knowingly collect personal information from such individuals. By using Scrambl, you represent that you (and your authorized users, if any) are old enough and otherwise legally permitted to use the Service.

Account Registration: To access most features, you must create an account. When registering, you agree to provide true, current, and complete information about yourself and/or your organization as prompted, including a valid email address. You are responsible for keeping your account information updated. Each user must have a separate account – you may not share login credentials with others.

Account Security: You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You agree to use a strong, unique password and to keep it secure. Notify us immediately at hello@scrambl.com if you suspect any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

Account Administration: If you are using Scrambl as part of an organization (e.g. a team or company account), an account owner or administrator may be able to control your account, including modifying or ending your access. It is your responsibility to comply with your organization's policies regarding account use. Scrambl assumes no liability for the internal management of accounts within your organization.

Accuracy of Data: You are responsible for the accuracy, quality, and legality of any information you provide to us, including registration data and any business or personal data entered into the Service. Providing false identification or contact information is prohibited.

4. Subscription Plans, Fees, and Payments

Plans and Users: Scrambl offers a free plan and various paid subscription plans (such as Pro or Business tiers). The free plan may allow limited use of the Service (for example, 1 user, up to 2 active projects, and 1 GB of file storage). Paid plans allow additional users, projects, storage, and features according to the plan details on our website.

Fees: If you subscribe to a paid plan, you agree to pay the subscription fees and any applicable taxes on a timely basis. Pricing and available plans are described on scrambl.com and may be updated from time to time. All fees are stated and payable in U.S. Dollars, unless otherwise specified.

Payment Processing: Payments are handled through our third-party payment processor, Stripe, Inc. When you provide payment information (such as credit card details), that information is transmitted directly to Stripe over encrypted connections. We do not store your full credit card details on our servers. Stripe may collect and process your payment information subject to its own privacy policy. We may receive limited information from Stripe (e.g. your billing name, billing address, the last four digits of your card, and confirmation of payment). By subscribing to a paid plan, you authorize Scrambl (via Stripe) to charge your provided payment method for the initial term and each renewal term until cancellation.

Billing Cycle and Renewal: Subscription plans are typically billed on a recurring basis (e.g., monthly or annually) as selected by you at the time of purchase. Automatic Renewal: Paid subscriptions will automatically renew at the end of each billing period unless you cancel the subscription before the renewal date. Upon renewal, we will charge the then-current subscription fee to your payment method on file. We will notify you of any price changes in advance, and price changes will apply to the next renewal term.

Free Trials and Promotions: We may offer free trials or promotional offers for paid plans. Such offers are only valid for the specified time and are subject to these Terms. At the end of a free trial, if you have not canceled, your account may automatically convert to a paid subscription and your payment method will be charged, unless otherwise stated in the promotion.

Cancellation: You may cancel your paid subscription at any time through your account settings or by contacting us. If you cancel, your subscription will remain active until the end of your current billing period. No Refunds: We do not offer refunds for unused time in a billing cycle after cancellation, except where required by law. For example, if you cancel mid-month, you will retain access until the period ends, but will not receive a pro-rated refund.

Failure to Pay: If we are unable to process payment for your subscription when due (for example, due to an expired or invalid card), we will attempt to notify you. If payment remains outstanding, we reserve the right to suspend or downgrade your account (e.g., to a free plan with limited features) until payment is made. If fees remain unpaid for an extended period, we may terminate your account for non-payment. You are responsible for any costs we incur in our attempts to collect unpaid fees (except where prohibited by law).

Changes to Plans: We reserve the right to modify our subscription plans and pricing. We may add new services for additional fees, or change the features or pricing of existing services. If we change the pricing or material features of your plan, we will give you reasonable advance notice. If you do not agree to the changes, you may cancel before the changes take effect; otherwise, the new terms will apply upon renewal or as otherwise stated.

Taxes: Subscription fees are exclusive of any applicable taxes, levies, or duties. You are responsible for any sales, use, value-added, withholding, or similar taxes or duties payable with respect to your subscription (other than taxes on our income). If we have the legal obligation to pay or collect taxes for which you are responsible, we will charge you and you agree to pay that amount, unless you provide a valid tax exemption certificate.

5. License and Acceptable Use Policy

License to Use Service: Subject to your compliance with these Terms and payment of any applicable fees, Scrambl grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes. You may use the Service only as expressly permitted in these Terms. All rights not expressly granted to you are reserved by Scrambl and its licensors.

Prohibited Uses: You agree not to misuse the Service. In particular, you will not, and will not allow anyone else to:

• Use the Service for any illegal purpose or in violation of any applicable law or regulation. This includes not uploading or storing content that is unlawful, defamatory, harassing, libelous, threatening, or fraudulent.
• Use the Service to store or transmit any content that infringes the intellectual property or other rights of any person or entity, or that violates privacy or data protection rights of others.
• Upload or transmit viruses, malware, or any other malicious code, or do anything that could damage, disable, or impair the functioning of the Service (or interfere with any other party's use of the Service).
• Attempt to gain unauthorized access to the Service or its related systems or networks (including other users' accounts or data), such as by hacking, password mining, or any other illegitimate means.
• Reverse engineer, decompile, or disassemble the software underlying our Service, except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction.
• Circumvent or attempt to circumvent any usage limits, quotas, authentication measures, or other security or technological measures of the Service. For example, you will not create multiple free accounts to exceed usage limits of the free plan, nor use automated scripts to scrape or mass-download data from the Service.
• Resell, rent, lease, or provide the Service (or any portion of it) to third parties as a stand-alone service, or otherwise use the Service on a timeshare or service bureau basis. (Using Scrambl as part of your own business operations is fine, but you cannot offer Scrambl's services through your own platform without permission.)
• Use the Service to compete with us or to develop a competing product or service, or copy any features, functions or graphics of the Service for competitive purposes.

Enforcement: We reserve the right (but have no obligation) to review any content or activity on the Service for compliance with these Terms. If we determine (in our sole discretion) that you or your content violate these Terms or pose a security or legal risk, we may take appropriate action. This may include removing or disabling access to certain content, suspending or terminating your account, and/or reporting to law enforcement if applicable. We will make a good-faith effort to contact you in advance (when practicable) to allow you to correct the issue, but we may act immediately in urgent or egregious cases.

Your Responsibilities: You are responsible for all activity that occurs under your Scrambl account, and for your employees' or any third parties' access to or use of your content through the Service. You agree to use the Service in compliance with all applicable laws and regulations, including but not limited to those related to data privacy, export control, and intellectual property.

6. User Data and Intellectual Property Rights

Your Data ("Customer Data"): In using Scrambl, you and your authorized users may upload, enter, or create data, content, files, or other materials ("Customer Data"). You retain full ownership and control of your Customer Data. We do not claim any ownership over the content or data you submit to the Service. These Terms do not grant us any rights to your data except for the limited rights that are needed to provide the Service.

License to Scrambl: You grant Scrambl a non-exclusive, worldwide, royalty-free license to host, store, transfer, display, perform, reproduce, and distribute your Customer Data only as necessary to provide the Service and as otherwise permitted by you. For example, we may need to process and transmit your files and information within our system (and through our cloud providers) to display them to you and your team, create backups, or send invoices to your clients at your direction. This license also extends to trusted third-party service providers we work with, solely for the purpose of providing the Service (for instance, to our cloud hosting providers or email delivery services, all subject to appropriate data protection agreements).

Privacy and Confidentiality: We understand that your Customer Data may include sensitive business information (such as financial records, project plans, client data, or other confidential information). Scrambl will treat Customer Data as confidential and will not access, use, or disclose it except as necessary to provide and support the Service, as expressly permitted by you, or as required by law. We will not use your data to market to you or to sell to third parties. Our Privacy Policy describes in detail how we handle personal information.

Responsibility for Content: You are solely responsible for the legality, reliability, and quality of your Customer Data. By uploading or inputting any data into Scrambl, you represent and warrant that: (a) you have all necessary rights, licenses, and permissions to use and share that data, and to grant Scrambl the rights described above; and (b) your Customer Data (and our use of it to provide the Service) does not violate any laws or rights of any third party. Do not upload content or data that you are not authorized to possess or share. If your Customer Data includes personal information about third parties (for example, information about your clients or employees), you are responsible for ensuring that you have obtained all necessary consents or have another valid legal basis to process and share that personal information with us for the purpose of using the Service.

Data Processing and Compliance: When we process personal data on your behalf as part of hosting your Customer Data, we act as a "service provider" or "data processor" (under laws like the GDPR or CCPA) for that data. This means we will only process that data in accordance with your instructions and to provide the Service. We maintain appropriate technical and organizational measures to protect personal data. If required by applicable law, we can provide a separate Data Processing Addendum (DPA) to govern our processing of personal data on your behalf – please contact us if you require a DPA for compliance purposes.

Intellectual Property Rights: All rights, title, and interest in and to the Service (including our software, code, algorithms, features, website content, logos, trademarks, and trade dress) are and will remain the exclusive property of Scrambl and/or its licensors. The Scrambl name, logo, and all related product and service names are our trademarks. These Terms do not grant you any rights to use Scrambl's trademarks, logos, or other brand features without our prior written consent, except as necessary for you to identify your use of the Service. You agree not to remove, obscure, or alter any proprietary notices in the Service.

Feedback: We welcome feedback, suggestions, or ideas for improving Scrambl ("Feedback"). If you choose to submit Feedback to us, you agree that we are free to use it without any restriction or compensation to you, and that we shall own all rights to improvements or new features that may result. You understand that we may have already developed similar ideas or that they may be provided by other users.

7. Third-Party Services and Integrations

Third-Party Services: Scrambl integrates with or may allow you to connect to third-party services or products (for example, payment processing by Stripe, accounting integration with Intuit QuickBooks, or AI-powered features using OpenAI or others). If you choose to use or enable these integrations, you may be sharing information (which could include personal data or Customer Data) with those third-party services. Your use of third-party services is governed by their own terms and privacy policies, not by Scrambl's terms. We are not responsible for the actions or content of third-party services. We encourage you to review the terms and policies of any third-party service that you integrate with Scrambl.

Payments via Stripe: As noted, we use Stripe to handle subscription payments. By paying for a Scrambl subscription, you are also subject to Stripe's terms of service and privacy policy. Stripe will collect and process your payment details in order to complete transactions.

QuickBooks and Other Integrations: If you choose to connect Scrambl with QuickBooks or another third-party application, Scrambl will share data with and/or receive data from that service as needed for the integration (for example, sending your invoice details to QuickBooks for accounting). It is your responsibility to ensure that any integration you activate is appropriate for your needs and compliant with any laws that apply to your data. You can disable integrations at any time, but data already shared with a third-party will be subject to that party's handling.

AI and Beta Features: Scrambl may offer features that leverage artificial intelligence or other beta technologies (for instance, an AI tool to generate task lists or content suggestions via an integration with OpenAI or similar services). You understand that by using such features, certain data or prompts you provide might be sent to the third-party AI service solely for the purpose of generating the requested output. We will not use these AI services in a manner that allows them to use your data for their own purposes (for example, OpenAI API usage is configured not to train on your data). AI-generated outputs are not guaranteed to be accurate, complete, or free of objectionable content. You are responsible for reviewing and verifying any AI-generated suggestions or content. We provide these features for convenience, "as-is" without additional warranty, and we may modify or disable AI features at any time.

Links: Our website or Service may contain links to third-party websites or resources that are not owned or controlled by Scrambl. We provide these links only as a convenience and do not endorse or assume any responsibility for any third-party sites, information, materials, products, or services. If you access any third-party website or service from Scrambl, you do so at your own risk, and you understand that these Terms and Scrambl's policies do not apply to your use of those external sites.

8. Privacy

Privacy Policy: Your privacy is important to us. Our Privacy Policy (see below, or available separately on our website) explains how we collect, use, and protect your personal information. By using the Service, you acknowledge that you have read and understood the Privacy Policy.

Data Use and Ownership: As between you and Scrambl, you own any personal data you provide to us about yourself or upload into the Service about others (see Section 6 – Your Data). You agree that Scrambl may use and process personal data in accordance with our Privacy Policy and for the purposes of providing the Service and fulfilling our obligations under these Terms.

Data Localization: Scrambl is based in the United States, and our Service (and data storage) is generally operated from the U.S. If you use the Service from outside the U.S., be aware that your data (including personal information) will be transferred to and stored in the U.S. (and possibly other countries where we or our subprocessors operate). We will handle such data in accordance with our Privacy Policy and take appropriate safeguards for international transfers as required by law (for example, Standard Contractual Clauses for data from the EU). By using the Service, you consent to the transfer of your data to the U.S. and other jurisdictions as necessary for our operations.

Confidentiality: We will maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of your data, including personal data. We will not disclose your confidential information (including Customer Data) to any third party except as permitted in these Terms, in our Privacy Policy, or with your consent, or as required by law (in which case we will, if lawful, give you notice and an opportunity to object or seek a protective order).

Legal Compliance: We comply with applicable data protection and privacy laws to the extent they apply to our operations and provision of the Service. For example, for personal data subject to the EU General Data Protection Regulation (GDPR), we act as a data processor on behalf of our business customers, and as a data controller for account and billing data – we will abide by the relevant obligations in each role. For California residents' personal information, we act as a "service provider" under the California Consumer Privacy Act (CCPA) with respect to Customer Data. We do not "sell" personal information as defined by CCPA. Please refer to the Privacy Policy for more details on how we handle personal information and your rights.

9. Security

Security Practices: Scrambl is committed to protecting your data. We employ industry-standard security measures to safeguard the Service and your information. Examples of our security practices include:

Encryption: All data transmitted between you and Scrambl is encrypted in transit using HTTPS/TLS. Additionally, all Customer Data stored on our servers (including databases and file storage) is encrypted at rest (for example, using AES-256 encryption managed by AWS Key Management Service).

Access Controls: We restrict access to production systems and databases to authorized personnel with a legitimate need. Administrative access to your data by Scrambl staff is limited and monitored. We require strong authentication methods and follow security best practices for our own accounts and credentials.

Network and Infrastructure Security: Our cloud infrastructure with AWS is configured following modern DevOps security practices. This includes network firewalls, up-to-date system patches, monitoring for intrusions, regular backups of data, and use of secure container management (ECS) and other AWS services configured according to best practices.

Third-Party Audits: While Scrambl is a new service and may not yet have formal certifications, we rely on AWS's security and compliance programs (such as SOC 2, ISO 27001, etc. certifications held by AWS) for the underlying infrastructure. As we grow, we plan to undergo relevant security audits and certifications to provide additional assurance.

Your Responsibilities for Security: You also play a role in keeping your data secure. You are responsible for maintaining the security of your account credentials, for safeguarding any API keys or integration tokens, and for using appropriate security settings within the Service (for example, managing user access permissions in your organization's account). Please use up-to-date antivirus software and secure network connections when accessing Scrambl. If you discover any security vulnerabilities or incidents, notify us immediately at security@scrambl.com (or hello@scrambl.com).

No Security Guarantees: While we strive to protect your data and the Service, no system is 100% secure. We cannot guarantee absolute security of your data. You acknowledge that there are inherent risks in transmitting information over the internet and storing digital data, and you use the Service at your own risk. However, in the event of a data breach or security incident affecting your personal data, we will notify you and the appropriate authorities as required by law, and will take reasonable steps to mitigate any harm and prevent future incidents.

10. Service Availability and Maintenance

Uptime: Our goal is to make Scrambl available 24/7 so you can run your business. However, we do not guarantee uninterrupted service. From time to time, the Service may be inaccessible or inoperable due to scheduled maintenance, updates, or repairs, or due to emergency outages (e.g., network failures or events beyond our control).

Maintenance Windows: We will strive to schedule planned maintenance during low-usage hours and, when feasible, to provide advance notice to users (for example, via an email or a notification on our website or dashboard). During maintenance windows, some or all of the Service's features may be temporarily unavailable.

Performance: We use modern cloud scaling techniques to handle usage, but performance can vary with load and internet conditions. You acknowledge that the Service may not always be free of errors, delays, or imperfections, and that you are responsible for having an adequate internet connection to use the Service effectively.

Data Backup: We perform regular backups of Customer Data and our systems to help prevent data loss. However, we encourage you to maintain your own backups of important data exported from the Service, especially if required for compliance or record-keeping in your business. Scrambl shall not be liable for any loss or corruption of data, except as explicitly required by law.

Modifications and Feature Changes: We reserve the right to modify the Service, which may include adding, changing, or discontinuing features. We are continuously improving the Service, and that means we may add new functionalities or make changes to existing ones. We will endeavor not to remove or materially degrade core features without good reason. If we discontinue the Service or a feature you rely on, we will attempt to give you advance notice so that you can plan accordingly. If Scrambl ever discontinues the Service in its entirety, we will provide notice and make reasonable efforts to allow you to export your data.

11. Termination and Suspension

By You (Cancellation): You may stop using the Service at any time. You may also delete your account or cancel any paid subscription as described in Section 4 (Cancellation). If you wish to permanently delete all your Customer Data, you should explicitly request account deletion (for example, via an account settings option or by contacting support). Simply stopping use of the Service or letting a subscription expire will not automatically delete your data; we retain it for a period as described below.

By Us (Termination or Suspension): We may suspend or terminate your access to the Service (or downgrade your account to a free tier) at our discretion, with prior notice to you if possible, if: (a) you materially breach these Terms or repeatedly violate minor provisions, and fail to cure the breach after we've notified you and provided a reasonable opportunity to resolve it; (b) you fail to pay any fees due (after a grace period or notice as we determine); (c) we are required to do so to comply with a law or court order; or (d) we reasonably determine that your use of the Service poses a significant security, malware, or legal risk to us or other users. In certain urgent situations (e.g., to prevent unlawful activity or immediate harm), we may suspend your account or access without prior notice.

Effect of Termination: Upon termination of your account (by you or by us), you will immediately lose access to the Service. Data Retention: We typically will maintain your Customer Data for a limited period (e.g., 30 days) after termination, in case you re-subscribe or wish to export data. After such period, we reserve the right to delete your Customer Data from our live systems. (Please note that residual copies might persist in backups for some additional time, but will be purged in the normal backup retention cycle.) It is your responsibility to export or backup any data you want to keep prior to termination or the end of the retention period. We are not liable to you for deletion of Customer Data in accordance with these Terms.

Survival: The termination of your account will not affect any rights or liabilities that accrued prior to termination. Provisions of these Terms that, by their nature, should survive termination will survive, including but not limited to: fees owed, indemnification obligations, warranty disclaimers, limitations of liability, confidentiality obligations, and dispute resolution provisions.

Closing of Service: If we decide to cease offering the Scrambl Service entirely, we will provide as much notice to you as is reasonably practicable (e.g., via email and postings). We may also terminate or suspend the Service as required by any government or legal mandate beyond our control. In the event of a permanent shutdown, we will endeavor to allow users to export their data and, if applicable, provide pro-rated refunds for any prepaid subscription fees for the period of service not provided.

12. Disclaimers of Warranties

"As Is" Service: Scrambl strives to provide a high-quality and reliable Service, but the Service is provided on an "AS IS" and "AS AVAILABLE" basis. Use of the Service is at your own risk. To the fullest extent permitted by law, we disclaim all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We make no warranty that the Service will meet your specific requirements or expectations, that it will be uninterrupted, timely, secure, or error-free, or that any results, data, or content obtained from the Service will be accurate or reliable.

No Guarantee of Outcomes: You understand that Scrambl is a tool to assist you in managing your business activities. We do not guarantee any specific outcomes (for example, we do not guarantee you will achieve increased productivity or profits by using the Service). Any data analytics or insights provided by the Service are for informational purposes only and should not be relied on as professional advice. You are responsible for how you use and interpret the data and features provided.

Third-Party Content: Scrambl may display or incorporate content (such as project templates, AI-generated suggestions, or data from integrated third-party services) for your convenience. Such content is provided "as-is" without warranty. Scrambl is not responsible for errors or omissions in information provided by third parties or for any damage or loss caused by your use of third-party content or services.

Not Professional Advice: No part of the Service is intended to provide legal, tax, accounting, or other professional advice. Always consult a qualified professional if you need such advice. Information available within the Service (like financial summaries or tax estimations) is for general informational purposes and may not be appropriate for your specific situation.

13. Limitation of Liability

Indirect Damages: To the maximum extent permitted by applicable law, in no event will Scrambl or its officers, directors, employees, agents, or affiliates be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to your use of or inability to use the Service, even if we have been advised of the possibility of such damages. This disclaimer applies to all causes of action, whether in contract, tort (including negligence), strict liability, or any other legal theory.

Liability Cap: To the extent that liability cannot be disclaimed entirely, our total cumulative liability to you or any third party arising out of or related to these Terms or the Service (in any form of action whatsoever) is limited to the greater of (a) the total amounts you have paid to Scrambl in the 12 months immediately prior to the claim, or (b) one hundred U.S. dollars (USD $100). If you are on a free plan or trial, our total liability is limited to USD $100.

Exceptions: Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the above limitations and exclusions will apply to the maximum extent permitted by law, and our liability will be limited to the minimum amount legally required. Nothing in these Terms is intended to exclude or limit liability that cannot be excluded under law (for example, certain liabilities under U.S. product liability law or intentional misconduct).

Allocation of Risk: You acknowledge and agree that the disclaimers and limitations of liability in these Terms reflect a reasonable and fair allocation of risk between you and Scrambl, and that this allocation is an essential part of our bargain. The fees charged for the Service (if any) would be significantly higher if we were to assume a greater degree of liability.

14. Indemnification

You agree to indemnify, defend, and hold harmless Scrambl, LLC and its affiliates, and each of their respective officers, directors, employees, and agents (the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, judgments, awards, costs, or expenses (including reasonable attorneys' fees) that arise out of or are related to (a) your use or misuse of the Service, (b) your violation of any of these Terms, (c) your violation of any law or regulation or the rights of any third party in connection with your use of the Service, or (d) any content or data that you upload or submit to the Service (including claims that your Customer Data infringes or misappropriates the intellectual property, privacy, or other rights of a third party).

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter). In that case, you agree to cooperate with our defense of such claim. You may not settle any such claim without our prior written consent, unless the settlement releases all Indemnified Parties of all liability and does not require an admission of fault or payment of money.

15. Governing Law and Dispute Resolution

Governing Law: These Terms and any dispute arising from them or the Service will be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of law principles. However, if you are using the Service as a consumer in a jurisdiction where the laws provide for different consumer protections or mandatory rules, those protections or rules may override the Delaware law to the extent required.

Jurisdiction and Venue: Except where prohibited by applicable law, you agree that any disputes or claims arising out of or related to these Terms or your use of the Service shall be subject to the exclusive jurisdiction of the state or federal courts located in Delaware, USA. You consent to personal jurisdiction in such courts. Notwithstanding the foregoing, Scrambl may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Dispute Resolution and Arbitration (if applicable): Optional: At our sole discretion, we may require any dispute between us to be resolved through binding arbitration rather than in court. If we elect arbitration, we will notify you, and the following terms will apply: The arbitration will be administered by an established arbitration provider (such as the American Arbitration Association) under its rules, and it will take place in a mutually agreed location (or via teleconference for small claims). Each party will be responsible for their own costs, and the arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SCRAMBL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY and to participate in a class action. This arbitration clause does not apply to claims that qualify for small claims court or requests for injunctive relief. (If we do not include an arbitration requirement in the final Terms on our website, then disregard this paragraph.)

Time Limit on Claims: To the extent permitted by law, any claim or cause of action arising from or relating to your use of the Service or these Terms must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred. This does not apply to users in jurisdictions where such time limits are not permitted by law.

16. Miscellaneous

Entire Agreement: These Terms (along with any additional terms, policies, or agreements expressly referenced herein, including our Privacy Policy and any applicable Order Form or subscription agreement) constitute the entire agreement between you and Scrambl regarding the Service, and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of the Terms will remain in full force and effect.

No Waiver: Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Scrambl.

Assignment: You may not assign or transfer these Terms or your rights or obligations under them, in whole or in part, without our prior written consent. Any attempted assignment in violation of this section is void. Scrambl may freely assign or transfer these Terms (for example, in the event of a merger, acquisition, or sale of assets, or by operation of law) without notice or consent. These Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Relationship of Parties: You and Scrambl are independent contractors, and these Terms do not create any partnership, joint venture, employment, franchise, or agency relationship between us. Neither party has the authority to bind or act on behalf of the other.

Third-Party Beneficiaries: There are no third-party beneficiaries to these Terms; the agreement is solely between you and Scrambl.

Force Majeure: Scrambl will not be liable for any failure or delay in performance of its obligations (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes or labor disputes, electrical or power outages, internet or telecommunication failures, acts of government, or war. We will make reasonable efforts to mitigate the impact of a force majeure event and resume performance as soon as feasible.

Notices: We may send you notices and communications electronically, such as by email to the address associated with your account or by posting notifications through the Service. You are responsible for keeping your email address up-to-date. For contractual or legal notices, you may also contact us in writing at our email hello@scrambl.com. If we require a mailing address for legal notice, you can request it via email. (Scrambl's principal office is in the United States, and as a Delaware company, our registered agent address is on file with the Delaware Division of Corporations.)

Headings: Section headings in these Terms are for convenience only and have no legal or contractual effect.

If you have any questions or concerns about these Terms, please contact us at hello@scrambl.com. Thank you for using Scrambl!