Terms of Use

These Terms of Use (hereinafter, the "Terms") govern access to and use of the Scalari platform (hereinafter, the "Platform" or "Scalari"). Scalari is currently a product in development operated by its founder and development team. The Platform is in an early access phase (Early Access/Beta), so certain features may be modified, limited, or discontinued without prior notice.

These Terms constitute a legally binding agreement between Scalari and any natural or legal person who accesses or uses the Platform (hereinafter, the "User" or "Customer"). By creating an account, accessing, or using the Platform, the User declares that they have read, understood, and accepted these Terms, as well as the applicable Privacy Policy.

• —Platform / Service: the set of Scalari modules, features, and interfaces, including integrations, metrics, AI insights, dashboards, projections, and configuration.
• —Account: the individual registration that enables the User's access to the Platform.
• —Organization: the company or entity under which one or more Accounts and their data are grouped.
• —Customer Data: all information that the Customer connects, uploads, or generates within the Platform, including information originating from its third-party integrations.
• —Integrations: the technical connections between the Platform and the Customer's external tools or data sources.
• —Co-Creation Phase / Early Access: the early access period during which the Platform is under active development with pioneer companies.

Use of the Platform implies full and unreserved acceptance of these Terms. Acceptance is perfected at the moment the Account is created and is renewed with each use. If the User acts on behalf of an Organization, they represent and warrant that they have sufficient authority to bind that Organization to these Terms.

If the User does not agree with these Terms, they must refrain from creating an Account and from using the Platform.

Scalari is a multi-tenant, cross-functional Decision Intelligence platform that unifies data, metrics, automation, and artificial intelligence to transform scattered information into actionable decisions. Scalari is not a visualization tool or a traditional BI tool: it interprets, connects, prioritizes, recommends, projects, and organizes actions based on the real state of the business.

The functional scope available to each Customer depends on the contracted plan, the enabled integrations, and the Platform's stage of development. Scalari may add, modify, or remove features in order to improve the Service, endeavoring not to substantially degrade the essential contracted features.

To use the Platform, the User must create an Account through the available authentication mechanisms (for example, Google or email). The User agrees to provide truthful, complete, and up-to-date information.

The User is solely responsible for:

• —the confidentiality and safekeeping of their access credentials;
• —all activity that occurs under their Account;
• —immediately notifying Scalari of any unauthorized use or security breach of their Account at info@scalari.io.

Scalari will not be liable for losses arising from the unauthorized use of credentials when such use results from the User's failure to safeguard them. The assignment of roles, permissions, and access by tool or by department is the responsibility of the Organization's administrator.

During the Co-Creation Phase, the Platform is offered on an early access basis. The User acknowledges and accepts that, during this phase:

• —the Platform may contain errors, limitations, or incomplete features;
• —features, integrations, and conditions may change;
• —admission to the Early Adopters program is subject to an approval process at Scalari’s reasonable discretion;
• —no service level commitments (SLA) apply unless expressly agreed in writing.

Early access does not create any obligation for Scalari to maintain any feature, commercial condition, or free access indefinitely.

The User may access and use the Platform solely for legitimate purposes, in accordance with applicable law, these Terms of Use, and any complementary policy or documentation published by Scalari.

Use of the Platform must take place exclusively within the scope of the features included in the contracted plan and to support the internal, administrative, analytical, and management operations of the User's Organization. The access granted is personal or corporate, as applicable, and may not be used for unlawful, fraudulent, or abusive purposes, or for purposes that could affect the operation, security, or availability of the Platform.

The User is responsible for ensuring that authorized individuals within their company use the Platform in accordance with these Terms and for maintaining the confidentiality of their access credentials. The User also agrees not to use the Platform to infringe third-party rights, access another party's information without authorization, interfere with the operation of the service, or carry out any activity that could compromise the integrity, stability, or security of Scalari or of other users.

Any use that exceeds the scope of the contracted plan or that contravenes these Terms may result in the suspension or termination of access to the Platform, without prejudice to any other applicable actions.

The User agrees not to:

• —use the Platform for unlawful, fraudulent, or unauthorized purposes;
• —breach, circumvent, or test the Platform’s security measures without authorization;
• —reverse engineer, decompile, or attempt to extract the source code, except to the extent permitted by law;
• —resell, sublicense, or make the Platform available to third parties outside the Organization without written authorization;
• —upload data over which they do not hold sufficient rights, or data that infringes third-party rights or applicable regulations;
• —introduce malicious code or interfere with the operation or performance of the Platform;
• —use the Platform to build a competing product or service.

Breach of this clause may result in the suspension or cancellation of the Account.

The Platform allows integrating and connecting third-party data sources, applications, and services to centralize information and facilitate business analysis. Available integrations may include, among others, CRM, marketing, sales, finance, operations, human resources, and customer support tools, and other systems used by companies.

Scalari is an evolving platform, so the catalog of available integrations and connectors will expand progressively. Consequently, the availability of a specific integration will depend on the Platform's stage of development, the contracted plan, and technical compatibility with the corresponding third-party service. The temporary absence of a given integration does not constitute a breach of these Terms.

Scalari may incorporate, update, modify, or remove integrations and connectors in order to improve the Platform, adapt to technological changes, or respond to modifications made by third-party service providers. By enabling an Integration, the User:

• —expressly authorizes Scalari to access, read, and process the data from that source to the extent necessary to provide the Service;
• —declares that they hold the licenses, permissions, and authority to connect that source and authorize such processing;
• —acknowledges that third-party tools are governed by their own terms and policies, and that Scalari is not responsible for the availability, accuracy, or changes of such third parties.

Scalari may suspend an Integration that compromises the security, stability, or integrity of the Service.

All data, documents, files, records, metrics, configurations, and information that the Customer incorporates, uploads, synchronizes, or generates through the Platform (hereinafter, the "Customer Data") are and will remain the exclusive property of the Customer or of the corresponding third parties. Use of the Platform does not, under any circumstance, imply the transfer of ownership, intellectual property, or any other right over such data in favor of Scalari.

Scalari will act solely as the provider of the Platform and will process Customer Data for the purpose of providing, maintaining, operating, protecting, and improving the services offered, as well as to execute the features requested by the Customer, including, among others, the integration of data sources, the normalization and organization of information, and the generation of analyses, reports, visualizations, predictive models, automations, and other features available on the Platform.

For the provision of the Service, the Customer grants Scalari a limited, non-exclusive, non-transferable, and revocable license to access, store, host, technically copy, process, transform, index, organize, and analyze the Customer Data, solely to the extent necessary to operate the Platform and comply with the Customer's own instructions. This license will remain in force only while a contractual relationship exists or while it is necessary for the provision of the Service.

Scalari will not commercialize, sell, assign, or use Customer Data for purposes other than those expressly authorized in these Terms or in the Privacy Policy, except where a legal obligation so requires or the Customer grants their express consent.

Notwithstanding the foregoing, Scalari may generate and use aggregated, anonymized, or de-identified information, provided it does not allow the direct or indirect identification of the Customer, its users, employees, or end customers. Such information may be used for statistical, analytical, and research purposes, product development, training and improvement of models, measurement of Platform performance, generation of usage metrics, and optimization of the services offered.

The Platform incorporates artificial intelligence–based features to facilitate the analysis of business information and to generate, among others, indicators, visualizations, summaries, interpretations, recommendations, alerts, automations, projections, predictions, and other decision-support capabilities. The User acknowledges that:

• —The User acknowledges and accepts that the results generated by these features are produced from the information available on the Platform, from the configurations made by the User, and from computational models that may be subject to technical, statistical, or contextual limitations. Consequently, the quality, accuracy, and usefulness of the results will depend, among other factors, on the integrity, timeliness, consistency, and quality of the data provided by the Customer and the integrations used.
• —The recommendations, analyses, predictions, projections, classifications, interpretations, and other results generated by artificial intelligence are for informational and decision-support purposes only. Under no circumstance do they constitute professional, financial, accounting, tax, legal, labor, investment, medical, or any other type of advice that requires the judgment of a qualified professional.
• —The User acknowledges that artificial intelligence models may produce incomplete, inaccurate, inconsistent, or outdated results, and that such results must be reviewed, evaluated, and validated before being used as the basis for any business, operational, or strategic decision.
• —The projections, predictions, and estimates presented by the Platform represent probabilistic scenarios built from the available data and certain analytical models. Consequently, they do not constitute promises, guarantees, or certifications about the future performance of an organization, a market, a process, or any other specific outcome.
• —Responsibility for interpreting the information, verifying the results, and making any decision based in whole or in part on the information provided by the Platform rests exclusively with the User and their Organization. Scalari will not be liable for losses, business decisions, investments, strategies, hires, operations, or any other action taken on the basis of the results generated by the Platform.
• —Scalari may update, modify, replace, or improve the artificial intelligence models, algorithms, and methodologies used to generate results, with the purpose of improving the operation, accuracy, and capabilities of the Platform, without this implying an obligation to maintain any specific model or methodology.

The Platform, its software, code, design, interfaces, documentation, the "Scalari" brand, its logos, and other distinctive signs are the exclusive property of Scalari or its licensors, and are protected by applicable intellectual and industrial property regulations.

These Terms do not transfer to the User any ownership right over the Platform, but rather a limited, non-exclusive, non-transferable, and revocable right of use during the term of the Service. Any use of the Scalari brand without prior written authorization is prohibited.

Access to certain features may be subject to payment of the consideration corresponding to the contracted plan. Scalari's pricing model is value-based, not per-user. Payments are processed through the enabled payment providers, subject to their own terms. Unless mandatory legal provisions state otherwise, payments are non-refundable. Scalari may update prices with reasonable prior notice.

Scalari will endeavor to keep the Platform continuously available, but does not guarantee uninterrupted or error-free availability. The Service may be affected by maintenance, updates, third-party failures, or force majeure events. Unless an SLA is expressly agreed, the Service is provided "as is" and "as available".

To the maximum extent permitted by applicable law:

• —the Platform is offered without implied warranties of merchantability, fitness for a particular purpose, or non-infringement;
• —Scalari will not be liable for indirect, incidental, special, or punitive damages, or lost profits, or for loss of data, revenue, or business opportunities arising from the use of or inability to use the Platform;
• —Scalari’s total aggregate liability, for any claim whatsoever, will be limited to the amount actually paid by the Customer for the Service during the [twelve (12)] months prior to the event giving rise to the claim.

Nothing in these Terms excludes liabilities that cannot be limited under applicable law.

Scalari may suspend or cancel the access of an Account or Organization, in whole or in part, in the event of:

• —breach of these Terms;
• —use that compromises the security, integrity, or legality of the Service;
• —failure to pay the amounts due;
• —a requirement from a competent authority.

Where circumstances allow, Scalari will provide prior notice and grant a reasonable cure period. The Customer may cancel their Account at any time through the available mechanisms. Upon termination, Scalari will retain or delete Customer Data as set forth in the Privacy Policy and applicable regulations.

The processing of personal data is governed by Scalari's Privacy Policy, available at scalari.io/privacy, which forms an integral part of these Terms. In the event of any discrepancy regarding the processing of personal data, the Privacy Policy will prevail.

Scalari may modify these Terms to reflect legal, technical, or Service-related changes. Substantial modifications will be notified through reasonable means (for example, email or a notice on the Platform) with reasonable advance notice before they take effect. Continued use of the Platform after the effective date implies acceptance of the modified Terms.

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to any conflict-of-law rules that may apply.

Any dispute, claim, or controversy arising from these Terms or related to access to or use of the Platform will be submitted to the exclusive jurisdiction of the competent courts of the State of Delaware, United States of America, unless applicable law mandatorily provides for another jurisdiction.

While Scalari is not yet legally incorporated, this provision reflects the jurisdiction envisaged for the future operating entity of the Platform. Once such entity is incorporated, these Terms will be updated to include its corporate name, registered address, and other corresponding legal details.

For legal inquiries, notices, or the exercise of rights related to these Terms, the User may contact Scalari at:

• —Entire agreement: these Terms, together with the Privacy Policy and the specific conditions of the contracted plan, constitute the entire agreement between the parties.
• —Severability: if any clause is declared invalid, the remaining clauses will remain in full force and effect.
• —No waiver: Scalari's tolerance of, or failure to exercise, a right does not imply a waiver of that right.
• —Assignment: the User may not assign these Terms without Scalari's written authorization. Scalari may assign them in the context of a reorganization or business transfer.
• —Languages: in the event of any discrepancy between the Spanish version and the English version, the English version will prevail.