Terms & Conditions

Last Updated: September 2026 PLEASE READ THIS MASTER SUBSCRIPTION AGREEMENT AND TERMS OF SERVICE (“AGREEMENT” OR “TERMS”) CAREFULLY. THIS IS A LEGALLY BINDING CONTRACT BETWEEN SCALEXIUM TOOLS (“COMPANY”, “WE”, “US”, OR “OUR”) AND THE INDIVIDUAL OR LEGAL ENTITY ACCESSING OR USING OUR SERVICES (“CUSTOMER”, “RESELLER”, “USER”, OR “YOU”). BY ACCESSING OUR WEBSITE AT HTTPS://SCALEXIUMTOOLS.COM (INCLUDING ALL ASSOCIATED SUBDOMAINS, APIS, AND WEB APPLICATIONS), REGISTERING AN ACCOUNT, CLICKING “I AGREE”, EXECUTING AN ORDER FORM, OR MAKING A PAYMENT (MANUAL OR ELECTRONIC), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY DISCONTINUE ALL ACCESS AND USE OF THE SERVICES. 1. Structure of Services & White-Label Architecture Scope of Services: ScaleXium Tools provides cloud-hosted software-as-a-service (SaaS) applications, automated digital marketing tools, single-page web builders, AI-driven reputation management, digital contactless menus, NFC/v-card utilities, loyalty mechanisms, and white-label reseller programs (collectively, the “Services”). Hosted / Managed Multi-Tenant Model: The Services are delivered strictly as Software-as-a-Service (SaaS) and managed cloud infrastructure. All backend software, databases, server instances, API logic, scripts, and runtime environments remain exclusively hosted, managed, and controlled on virtual private servers (VPS) or cloud infrastructure maintained by the Company or its authorized upstream cloud infrastructure providers. No Code Transfer: Nothing in this Agreement constitutes a sale, transfer, lease, or assignment of any underlying source code, compiled binaries, algorithms, architectural blueprints, or backend databases. Customers and Resellers are granted an operational, cloud-based access right only. 2. Eligibility & Global Account Governance Capacity & Authority: You represent and warrant that: You are of legal age of majority in your jurisdiction (at least 18 years old or older where required by local statute) to form a binding contract. If accessing on behalf of a corporate entity, company, or partnership, you possess the requisite legal authority to bind that entity to these Terms. Account Security: You are solely responsible for maintaining the confidentiality of administrative credentials, API keys, and session authentications. You accept full liability for all actions, transmissions, and purchases executed under your credentials. You must immediately notify the Company of any unauthorized breach or account compromise. 3. Commercial Terms, Billing & Financial Transactions Subscription & Transaction Pricing: All fees for Services, standalone tools, subscriptions, usage-based compute credits, and reseller tier activations are billed in advance as published on our website or confirmed via formal invoice. Payment Channels: Electronic Payment: Processed via authorized third-party PCI-DSS certified payment gateways (e.g., credit/debit cards, international cards, net banking, UPI, digital wallets). Manual / Offline Settlement: Payments made via direct bank wire (NEFT/RTGS/IMPS/SWIFT), corporate UPI, or other Company-approved offline mechanisms are subject to manual administrative verification. Operational provisioning will commence only upon irrevocable, cleared funds reaching our account. You are strictly responsible for submitting valid documentary remittance proofs. Tax Compliance: Stated prices are exclusive of any applicable national, federal, state, local, or value-added taxes (including Indian GST, consumption taxes, sales taxes, or withholding levies). Any such mandatory taxes imposed by relevant tax authorities are the exclusive financial responsibility of the Customer. Reseller-to-Customer Independence & Financial Decoupling: ScaleXium Tools operates exclusively as a B2B software vendor. All payments collected directly on scalexiumtools.com represent fees solely for our own proprietary software access, cloud provisioning, or reseller licensing. The Company is NOT a party to, nor does it process, route, settle, hold, escrow, or split funds resulting from transactions between independent Resellers and their end-user clients. Each Reseller acts as an independent merchant of record, solely responsible for their own client pricing, direct merchant acquiring agreements, tax reporting, invoicing, terms of sale, and dispute management. 4. Non-Refundable Digital Goods & Cancellation Policy Strict No-Refund Standard: Because our Services involve digital software provisioning, immediate computational resource reservation, license generation, third-party API bandwidth allocations, and cloud hosting infrastructure setup that occurs instantaneously upon transaction completion: ALL SALES, PAYMENTS, SUBSCRIPTION CHARGES, ONE-TIME SETUP FEES, RESELLER LICENSES, AND HARDWARE DISPATCHES ARE FINAL, PERMANENT, AND STRICTLY NON-REFUNDABLE. No partial, prorated, trial-offset, or retroactive refunds will be issued under any circumstances, including but not limited to platform non-use, customer dissatisfaction, financial hardship, or operational changes within your business. Subscription Cancellation: Customers may cancel recurring subscriptions at any time via the billing console or by written notice to support@scalexiumtools.com. Cancellation prevents the succeeding renewal billing cycle. Account instances and access remain functional until the end of the paid billing cycle, after which access terminates without refund. Prohibition of Unwarranted Chargebacks: Initiating an illegitimate bank reversal, chargeback, or payment claim without first exhausting good-faith dispute channels with the Company constitutes a material breach of this Agreement. In such events, the Company reserves the unilateral right to immediately suspend or permanently terminate all associated instances, white-label portals, connected client domains, and initiate formal debt collection procedures. 5. Intellectual Property & Proprietary Rights Ownership of ScaleXium IP: As between the parties, ScaleXium Tools (and its technology licensors) retains all right, title, interest, and intellectual property in and to the platform, including UI/UX flows, layouts, visual designs, software code, graphic elements, documentation, proprietary algorithms, trademarks, and logos. Limited License: Subject to continuous payment and compliance with these Terms, Company grants you a limited, non-exclusive, non-transferable, revocable license to access and operate the dashboard for lawful commercial use. Customer Content: You retain all intellectual property rights in original text, branding, menus, customer databases, and graphic media you upload. You grant the Company a worldwide, royalty-free, non-exclusive license to host, cache, display, route, and format your content strictly as necessary to provide the Services. Anti-Decompilation & Script Protection: You shall not, directly or indirectly: Copy, modify, mirror, scrape, frame, translate, or create derivative works based on the Services. Reverse-engineer, decompile, disassemble, or attempt to extract source code, architectural designs, algorithms, or proprietary scripts from any ScaleXium component. Attempt to bypass security gates, access control mechanisms, or rate-limiting thresholds on VPS instances. 6. Acceptable Use & Operational Standards You agree to use the Services in strict compliance with all applicable domestic and international laws, regulations, and industry standards. You shall not utilize the Services to: Generate, post, or automate fabricated, misleading, defamatory, paid, or deceptive reviews violating the integrity policies of Google Business Profile, Trustpilot, Meta, or consumer protection statutes (e.g., US FTC Guidelines, EU Consumer Rights Directives). Transmit spam, unsolicited marketing messages, or telemarketing solicitations in violation of global anti-spam laws (e.g., CAN-SPAM, GDPR, Indian DLT/TRAI mandates). Upload, host, or link to malicious software, trojans, ransomware, phishing landing pages, or infringing adult/gambling/illicit material. Impersonate any individual or enterprise, or manipulate metadata to mask the provenance of any automated transmission. 7. Upstream Infrastructure, Third-Party APIs & SLA Exclusions Third-Party API Dependencies: Certain modules (including Google My Business automation, WhatsApp notifications, mapping integrations, and payment hooks) rely upon third-party APIs beyond the Company’s direct control. API Changes & Platform Bans: The Company is not liable for operational interruptions, feature modifications, rate limits, or account suspensions imposed directly on the Customer’s accounts by external providers (such as Google, Meta, or third-party web browsers). Customers remain solely responsible for adhering to the respective third-party terms of service. Service Availability ("As-Is"): The Services are provided on an “AS-IS” and “AS-AVAILABLE” basis. While the Company endeavors to maintain standard commercial server availability, we do not guarantee 100% uninterrupted uptime or error-free continuous operations. Scheduled updates, cloud partner maintenance, or force majeure events do not constitute contractual default. 8. Disclaimer of Warranties TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE GLOBAL LAW, SCALEXIUM TOOLS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT. WE MAKE NO GUARANTEES OR WARRANTIES THAT: THE SERVICES WILL MEET YOUR SPECIFIC OPERATIONAL OR COMMERCIAL REQUIREMENTS. USING THE TOOLS WILL ACHIEVE SPECIFIC NUMERICAL BUSINESS RESULTS, REVENUE GROWTH, GOOGLE SEARCH RANKINGS, SALES LEADS, OR PROFITS. ANY STORED OR TRANSMITTED DATA WILL BE IMMUNE FROM CORRUPTION, HARDWARE DEFECTS, OR CYBER-ATTACK. 9. Limitation of Liability Consequential Damages Waiver: TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL SCALEXIUM TOOLS, ITS DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR UPSTREAM INFRASTRUCTURE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, BUSINESS OPPORTUNITIES, OR COST OF REPLACEMENT SERVICES), REGARDLESS OF CAUSE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Aggregate Liability Cap: THE TOTAL AGGREGATE LIABILITY OF SCALEXIUM TOOLS FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEEDING ANY REMEDY, SHALL BE STRICTLY LIMITED TO THE ACTUAL MONETARY AMOUNT PAID BY YOU TO THE COMPANY IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE OCCURRENCE OF THE INCIDENT GIVING RISE TO LIABILITY. 10. Indemnification You agree to defend, indemnify, and hold harmless ScaleXium Tools, its corporate affiliates, officers, directors, service partners, and contractors against any third-party claims, liabilities, losses, judgments, civil fines, damages, and reasonable legal expenses (including attorneys' fees) arising out of or relating to: Your violation of this Agreement. Your Customer Data, uploaded digital assets, or end-user interactions. Your violation of third-party platform terms (including Google Business Profile policies). Any transactional, commercial, or consumer disputes occurring between a Reseller and its respective retail/B2B clients. 11. Suspension, Revocation & Termination Termination for Cause: We reserve the absolute right to unilaterally suspend, restrict, or permanently terminate your account, platform instances, or white-label routing without prior notice or refund if: You breach any term, policy, or restriction of this Agreement. You raise an unwarranted payment chargeback or payment reversal claim. We detect fraudulent, abusive API calling, or high-risk activity originating from your account. Mandated by regulatory, judicial, or statutory orders. Effect of Termination: Upon termination, all licenses granted herein cease immediately. The Company reserves the right to delete account records, configurations, and stored client databases in accordance with routine maintenance schedules. 12. Modifications to Terms The Company reserves the right to revise, modernize, or amend this Agreement at its sole discretion. Any updates will be published on our primary website with an updated “Last Updated” version date. Continued usage of the Services following published changes constitutes your explicit, binding acceptance of the updated terms. 13. Governing Law, International Disputes & Jurisdiction Governing Law: This Agreement and any dispute, controversy, or claim arising out of or in connection with it shall be governed by, interpreted, and construed in accordance with the substantive laws of India, without giving effect to any principles of conflicts of law or the United Nations Convention on Contracts for the International Sale of Goods (CISG). Exclusive Forum & Jurisdiction: You irrevocably agree that any legal suit, action, or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the competent courts having territorial jurisdiction in Gurugram, Haryana, India. Both parties unconditionally submit to the personal and subject-matter jurisdiction of said courts and waive any objections based on inconvenient forum (forum non conveniens). 14. Severability & Entire Agreement If any provision of this Agreement is held to be invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, that specific provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. This Agreement, combined with our Privacy Policy and Cancellation & Refund Policy, constitutes the complete and exclusive understanding between you and ScaleXium Tools regarding its subject matter. 15. Operational Contact Information For official legal notices, contractual questions, or corporate support regarding this Agreement: Entity: ScaleXium Digital Growth Agency Website: https://scalexiumtools.com Official Support Email: support@scalexiumtools.com Direct Business Helpline / WhatsApp: +91-8700603941 Summary of Enhancements Made for Global Standards: Merchant of Record & Reseller Shielding (Section 3.4): Completely shields ScaleXium Tools from consumer disputes, local billing compliance, or tax fraud caused by downstream resellers selling to their own clients. VPS & Source Code Ring-Fencing (Sections 1.2 & 5.4): Legally shuts down any user demand to export or access core backend scripts, databases, or API files. Absolute Non-Refund Enforceability (Section 4): Standardized digital goods clause referencing immediate server/compute resource allocation to effectively defeat automated payment gateway disputes. FTC / Consumer Protection Safe Harbor (Section 6): Explicitly makes the user solely liable if they use your tool to generate fake or manipulative Google reviews. Standard 30-Day Aggregate Liability Cap (Section 9.2): Capped at 1 month of subscription fees paid, matching standard international SaaS contracts.