Terms of Service

These Terms of Service, together with any documents referenced in them, govern your access to and use of the ScaleUpMedia website, products, applications, and services.

ScaleUpMedia is operated by ScaleUp Media, LLC, a Florida limited liability company. In these Terms, "ScaleUpMedia," "ScaleUp Media," "we," "our," and "us" refer to ScaleUp Media, LLC.

By accessing or using our website, submitting information through our applications, scoring a project through our platform, or engaging us for services, you agree to these Terms. If you do not agree, do not use our website, applications, or services.

1. Services We Provide

ScaleUpMedia is a venture studio that provides software development, marketing, growth infrastructure, automation, and venture-partnership services.

Our services may include, without limitation:

• Sprint Build: Fixed-scope software development engagements.
• Growth Retainer: Ongoing marketing, growth, automation, and infrastructure engagements.
• Venture Partnership: Co-operated venture engagements involving equity, revenue share, profit share, or other participation structures.
• Project Scoring: A free assessment tool available through ScaleUpMedia applications, including app.scaleupmedia.com.

The specific scope, deliverables, timelines, fees, payment terms, ownership terms, and other commercial details for any paid engagement are governed by a separate written agreement signed by both parties, referred to in these Terms as an Engagement Contract.

If there is a conflict between these Terms and an Engagement Contract for a specific paid engagement, the Engagement Contract controls for that engagement.

2. Eligibility and Use of Services

You may use our website, applications, and services only for lawful purposes and in accordance with these Terms.

You agree not to:

• Use the website, applications, or services for any illegal, fraudulent, abusive, or harmful purpose.
• Submit false, misleading, incomplete, or deceptive information.
• Scrape, harvest, copy, or replicate website content or application data using automated means without our prior written consent.
• Reverse engineer, decompile, disassemble, or attempt to discover the source code, architecture, prompts, models, logic, or underlying systems of any ScaleUpMedia software, platform, tool, automation, or proprietary system.
• Attempt to access systems, accounts, data, or infrastructure that you are not authorized to access.
• Interfere with or disrupt the website, applications, servers, networks, or services.
• Upload, transmit, or distribute viruses, malware, spyware, ransomware, or any other harmful code.
• Impersonate any person or entity or misrepresent your relationship with ScaleUpMedia or any third party.
• Use any ScaleUpMedia application, scoring tool, or assessment tool to submit confidential, regulated, or sensitive information unless you are authorized to do so and such submission is necessary for the requested service.

We reserve the right to suspend or terminate access to our website, applications, or services if we believe you have violated these Terms.

3. Project Scoring and Assessment Tools

ScaleUpMedia may provide project scoring, qualification, assessment, or estimation tools. These tools may use artificial intelligence, internal logic, proprietary scoring systems, or other automated processes.

Any score, estimate, recommendation, timeline, price range, or assessment generated by these tools is non-binding and provided for evaluation purposes only.

Project scoring does not create an attorney-client, fiduciary, partnership, joint venture, employment, agency, or service provider relationship. No paid engagement begins unless and until both parties sign an Engagement Contract.

Actual pricing, scope, deliverables, timelines, and commercial terms are determined only through a signed Engagement Contract.

4. Engagement Contracts

All paid work performed by ScaleUpMedia is governed by a written Engagement Contract executed by both parties.

Each Engagement Contract may include terms related to:

• Scope of work
• Deliverables
• Timelines
• Payment terms
• Milestones
• Change requests
• Ownership and licensing
• Equity, profit share, or revenue share
• Confidentiality
• Termination
• Liability limitations
• Dispute resolution

Pricing and scope are locked only when an Engagement Contract is signed. Any change to scope, deliverables, timeline, or commercial terms must be agreed to in writing by both parties.

5. Venture Partnership Engagements

Some ScaleUpMedia engagements may involve equity, revenue share, profit share, operating participation, advisory participation, or co-development of a venture.

Venture Partnership engagements are governed by the applicable Engagement Contract and any related operating agreement, equity agreement, revenue-share agreement, profit-share agreement, investor agreement, or other written document signed by the parties.

No equity, revenue share, profit share, ownership interest, partnership, or joint venture is created unless expressly stated in a signed written agreement.

6. Intellectual Property

6.1 ScaleUpMedia Property

The ScaleUpMedia website, brand, name, logo, copy, content, designs, code, workflows, methodologies, frameworks, models, automations, internal systems, proprietary tools, and business processes are owned by ScaleUp Media, LLC or its licensors.

This includes, without limitation, proprietary infrastructure and systems such as The Machine, its subsystems, custom large language model workflows, autonomous agents, internal operating systems, automation frameworks, scoring logic, prompts, processes, and related tools.

Unless expressly stated in a signed Engagement Contract, ScaleUpMedia does not transfer ownership of its internal systems, tools, models, agents, prompts, workflows, infrastructure, frameworks, methodologies, or pre-existing intellectual property.

Clients receive the deliverables, outputs, or rights specifically described in their Engagement Contract. They do not receive ownership of ScaleUpMedia's underlying systems, infrastructure, or proprietary operating methods unless expressly agreed in writing.

6.2 Client Property

Clients retain ownership of their pre-existing intellectual property, business information, customer information, trade secrets, data, brand assets, and materials provided to ScaleUpMedia.

Subject to the applicable Engagement Contract, intellectual property created specifically for a client during an engagement may be transferred, assigned, or licensed to the client upon completion of the required payments and satisfaction of the conditions stated in that Engagement Contract.

6.3 Pre-Existing IP

ScaleUpMedia retains all rights to any pre-existing intellectual property, software, frameworks, code libraries, templates, workflows, methodologies, automations, models, prompts, agents, systems, or tools that existed before an engagement or were developed independently of a specific client engagement.

If ScaleUpMedia incorporates any pre-existing IP into a client deliverable, the client receives only the rights expressly granted in the applicable Engagement Contract.

6.4 Feedback

If you provide suggestions, ideas, requests, recommendations, or feedback regarding our website, applications, services, tools, systems, or business, you grant ScaleUpMedia a perpetual, worldwide, royalty-free, transferable, sublicensable license to use, modify, commercialize, and incorporate that feedback without restriction or compensation.

7. Client Data and Confidential Information

Clients retain ownership of their own data, confidential information, trade secrets, customer information, and proprietary business information shared with ScaleUpMedia.

ScaleUpMedia uses client information to provide services, operate engagements, communicate with clients, improve internal processes, and fulfill contractual obligations.

Confidentiality obligations for paid engagements are governed by the applicable Engagement Contract, non-disclosure agreement, or other written agreement between the parties.

You are responsible for ensuring that you have the legal right to provide any information, data, documents, credentials, or materials submitted to ScaleUpMedia.

8. Third-Party Services

ScaleUpMedia may use third-party services, tools, software, APIs, infrastructure providers, hosting services, payment processors, analytics providers, artificial intelligence providers, data providers, and other vendors to operate our website, applications, and services.

We are not responsible for third-party outages, errors, delays, security incidents, pricing changes, API changes, policy changes, account suspensions, service limitations, or other third-party actions that may affect our website, applications, deliverables, or services.

Your use of third-party services may be subject to the terms, privacy policies, and rules of those third-party providers.

9. Payments

Payment terms for paid engagements are set forth in the applicable Engagement Contract.

Unless otherwise stated in a signed Engagement Contract:

• Fees are due according to the payment schedule stated in the Engagement Contract.
• Deposits, retainers, milestone payments, and setup fees are non-refundable once work has begun.
• Late payments may result in paused work, delayed delivery, suspension of services, or termination of the engagement.
• Client access to work product, source files, deliverables, accounts, or assets may be withheld until all amounts due are paid in full, to the extent permitted by law and the applicable Engagement Contract.

10. No Guarantee of Results

ScaleUpMedia provides services with reasonable skill and care, but we do not guarantee any specific business, technical, financial, marketing, revenue, fundraising, user growth, valuation, exit, investment, ranking, traffic, conversion, profitability, or performance result.

Outcomes depend on many factors outside of our control, including market conditions, customer behavior, client decisions, product-market fit, budgets, competition, platform rules, algorithm changes, third-party infrastructure, and execution after delivery.

Any case studies, testimonials, examples, estimates, projections, or performance references are illustrative only and do not guarantee similar results.

11. Artificial Intelligence and Automation

ScaleUpMedia may use artificial intelligence, automation, large language models, agents, scripts, workflows, and related tools in connection with its website, applications, project scoring, and services.

AI-generated outputs may contain errors, omissions, inaccuracies, or incomplete information. You are responsible for reviewing and approving any content, recommendation, strategy, code, workflow, deliverable, or output before relying on it or deploying it in a live environment.

Unless expressly stated in an Engagement Contract, ScaleUpMedia is not responsible for decisions you make based on AI-generated content or automated recommendations.

12. Disclaimers

Our website, applications, tools, content, and services are provided on an "as is" and "as available" basis, except as expressly stated in a signed Engagement Contract.

To the maximum extent permitted by law, ScaleUpMedia disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, availability, accuracy, reliability, and uninterrupted operation.

We do not warrant that:

• The website, applications, or services will be uninterrupted, secure, or error-free.
• Any defects will be corrected.
• The website, applications, or services will meet your expectations or requirements.
• Any project score, estimate, recommendation, or assessment will be accurate or complete.
• Any deliverable will produce a specific business or financial outcome.

13. Limitation of Liability

To the maximum extent permitted by law, ScaleUpMedia and its officers, directors, employees, contractors, affiliates, agents, licensors, and service providers shall not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost data, lost business opportunities, loss of goodwill, reputational harm, service interruption, or cost of replacement services.

For claims arising from general use of the website, applications, scoring tools, or free services, ScaleUpMedia's total cumulative liability shall not exceed the greater of:

• One hundred US dollars ($100), or
• The amount you paid to ScaleUpMedia for website-related services in the twelve months preceding the claim.

For claims arising under a paid Engagement Contract, liability is governed by the limitation-of-liability provisions of that Engagement Contract. Unless otherwise stated in the applicable Engagement Contract, ScaleUpMedia's total cumulative liability shall not exceed the fees actually paid by the client to ScaleUpMedia under that specific Engagement Contract during the twelve months preceding the claim.

Some jurisdictions do not allow certain exclusions or limitations of liability. In those jurisdictions, our liability is limited to the maximum extent permitted by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless ScaleUpMedia and its officers, directors, employees, contractors, affiliates, agents, licensors, and service providers from and against any claims, demands, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

• Your use of the website, applications, tools, or services.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Your violation of any third-party right, including intellectual property, privacy, publicity, contract, or data rights.
• Information, data, content, credentials, materials, or instructions you submit to ScaleUpMedia.
• Your misuse of any deliverable, recommendation, output, code, content, or strategy provided by ScaleUpMedia.

15. Termination

We may suspend or terminate your access to the website, applications, tools, or services at any time, with or without notice, if we believe you have violated these Terms, created risk for ScaleUpMedia, or used our services in a harmful, unlawful, or unauthorized manner.

Termination of a paid engagement is governed by the applicable Engagement Contract.

Any provisions that by their nature should survive termination will survive, including provisions related to intellectual property, client data, confidentiality, payment obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and governing law.

16. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles.

17. Dispute Resolution

Any dispute, claim, or controversy arising out of or relating to these Terms, the website, applications, free tools, or general services shall first be addressed through good-faith informal discussions.

If the dispute cannot be resolved informally, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration shall take place in Collier County, Florida, unless the parties agree otherwise in writing. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, ScaleUpMedia may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, confidential information, systems, infrastructure, business interests, or proprietary rights.

Disputes arising under a signed Engagement Contract are governed by the dispute-resolution provisions of that Engagement Contract.

18. Class Action Waiver

To the maximum extent permitted by law, you agree that any claim against ScaleUpMedia must be brought only in your individual capacity and not as a plaintiff, class member, or representative in any class action, collective action, consolidated action, private attorney general action, or other representative proceeding.

19. Changes to These Terms

We may update these Terms from time to time.

When we update these Terms, we will revise the "Last updated" date at the top of this page. Continued use of the website, applications, or services after updated Terms are posted constitutes acceptance of the updated Terms.

For substantive changes that materially affect an existing paid engagement, ScaleUpMedia may provide notice through the contact information associated with that engagement.

20. Privacy

Use of the ScaleUpMedia website, applications, and services is also subject to our Privacy Policy, which describes how we collect, use, store, and protect personal information.

By using our website, applications, or services, you acknowledge that you have reviewed our Privacy Policy.

21. Electronic Communications

By submitting information through our website, applications, or forms, or by engaging with ScaleUpMedia, you consent to receive electronic communications from us, including emails, notices, proposals, updates, invoices, and service-related communications.

You may unsubscribe from marketing communications where required by law, but we may still send transactional, legal, or service-related communications.

22. Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

23. No Waiver

Our failure to enforce any provision of these Terms is not a waiver of our right to enforce that provision later.

24. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent.

ScaleUpMedia may assign or transfer these Terms in connection with a merger, acquisition, restructuring, sale of assets, change of control, or operation of law.

25. Entire Agreement

These Terms, together with the Privacy Policy and any applicable Engagement Contract, constitute the entire agreement between you and ScaleUpMedia regarding your use of the website, applications, and services.

These Terms supersede all prior or contemporaneous communications, understandings, or agreements regarding the subject matter, except for any signed Engagement Contract that applies to a specific paid engagement.

26. Electronic Signature Consent

By creating an account, signing an NDA, accepting these Terms, submitting a project, executing an Engagement Contract, or otherwise interacting with ScaleUpMedia electronically, you consent to transact electronically.

You agree that electronic signatures, electronic records, digital acceptances, checkbox confirmations, click-through acceptances, and electronically signed agreements have the same legal effect as handwritten signatures and paper documents.

You also consent to receive agreements, notices, disclosures, invoices, project documents, and other communications electronically, including by email, website notice, application notice, or electronic document platform.

You may request a paper copy of any electronically signed agreement by contacting us, but doing so does not affect the validity or enforceability of the electronic version.

27. Regulated Data and HIPAA Boundary

Unless ScaleUpMedia has signed a separate written agreement specifically covering regulated data, you must not submit regulated, sensitive, or legally protected information through the website, project scoring application, intake forms, email, or general communication channels.

This includes, without limitation, protected health information, medical records, patient information, financial account data, government identification numbers, payment card data, children's personal information, biometric information, or other sensitive personal information.

ScaleUpMedia is not acting as a HIPAA Business Associate unless a separate Business Associate Agreement has been signed by ScaleUpMedia and the applicable covered entity or business associate.

If your project involves healthcare, protected health information, medical workflows, regulated financial data, children's data, education records, or other regulated information, those requirements must be disclosed before any engagement begins and must be addressed in the applicable Engagement Contract, data processing agreement, business associate agreement, security addendum, or other written agreement.

28. Account Responsibility

If you create an account with ScaleUpMedia or any ScaleUpMedia application, you are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

You agree to provide accurate account information, keep your information up to date, and notify us promptly if you believe your account has been accessed without authorization.

ScaleUpMedia is not responsible for losses caused by unauthorized access to your account resulting from your failure to safeguard credentials, devices, or account access.

29. Refunds and Payment Disputes

Refund rights, if any, are governed by the applicable Engagement Contract.

Unless expressly stated otherwise in a signed Engagement Contract, deposits, retainers, setup fees, sprint fees, milestone payments, and payments for work already performed are non-refundable.

If you believe a payment was made in error, you must contact ScaleUpMedia promptly so the issue can be reviewed. Initiating a chargeback or payment dispute does not relieve you of payment obligations under an applicable Engagement Contract.

ScaleUpMedia reserves the right to pause work, suspend access, withhold deliverables, or terminate an engagement for non-payment, late payment, or unresolved payment disputes, subject to the terms of the applicable Engagement Contract.

30. Acceptable Use

You may not use the ScaleUpMedia website, applications, project scoring tools, forms, software, or services to submit, develop, promote, or facilitate:

• Illegal activity
• Fraud, deception, or scams
• Malware, spyware, ransomware, credential theft, phishing, or unauthorized access
• Spam, abusive automation, or platform manipulation
• Infringement of intellectual property rights
• Harassment, threats, or abusive conduct
• Unauthorized scraping, data harvesting, or surveillance
• Circumvention of security controls, platform rules, or access restrictions
• Regulated activity without appropriate legal authorization
• Any project, workflow, or use case that ScaleUpMedia determines creates unacceptable legal, security, operational, reputational, or ethical risk

ScaleUpMedia may decline, suspend, or terminate access to any project, account, or engagement that violates this Acceptable Use section.

31. User-Submitted Content and Project Submissions

You retain ownership of the information, ideas, project details, business information, documents, files, and other materials you submit to ScaleUpMedia.

By submitting information through the website, project scoring application, intake forms, email, or other channels, you grant ScaleUpMedia a limited right to use that information for the purpose of reviewing your submission, scoring your project, responding to your inquiry, preparing proposals, evaluating potential engagements, delivering services, and fulfilling our contractual obligations.

Submission of an idea, project, or business concept does not create a partnership, joint venture, fiduciary relationship, exclusivity obligation, ownership interest, or obligation for ScaleUpMedia to proceed with an engagement.

Confidentiality obligations are governed by the applicable NDA, Engagement Contract, or other written agreement between the parties.

32. Export Controls and Sanctions

You agree not to use the ScaleUpMedia website, applications, software, tools, deliverables, or services in violation of applicable export control laws, sanctions laws, or trade restrictions.

You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions, and that you are not listed on any applicable restricted-party list.

ScaleUpMedia may decline, suspend, or terminate services where we believe providing services may violate export controls, sanctions, or trade compliance requirements.

33. Contact

For questions about these Terms, contact:

ScaleUp Media, LLC
8805 Tamiami Trail, Suite 183
Naples, FL 34108
United States

Email: matt@reply.scaleupmedia.com