SCLAB Studio Terms of Service
Last updated: Dec 29, 2025
These Terms of Service ("Agreement") govern your ("Customer," "You," or "Your") use of the Paid Services. As further explained, you agree that (1) you have read, understand, and be bound by this Agreement, (2) you are of legal age to form a binding contract with SCLAB, Inc. ("SCLAB," "we," "our," or "us," and collectively with Customer, "Parties"), and (3) you have the authority to enter into this Agreement personally or on behalf of the company or other organization you have named as the user, and to bind that entity to this Agreement. In the event you are agreeing to this Agreement on behalf of a company or organization, "Customer," "you," and "your" will refer to the entity you are representing.
We may update this Agreement from time to time in accordance with Section 11.5 (Updates). The most current version of this Agreement will be posted on www.sclab.io (the "Site").
Section 1 — The Service
1.1. Use of the Service.
SCLAB grants to Customer during the Subscriptions and license usage Term the right to use and access the Service for its internal business purposes only in accordance with the Documentation (including the Acceptable Use Policy), Order, and this Agreement.
1.2. Customer Users and Affiliates.
The employees and contractors of Customer or Affiliates may access and use the Service on Customer's or Affiliate's behalf (each, a "User"). Each User may be required to provide a username, email address, password, or other personal information to create and manage an Account ("Login Credentials") and must keep its Login Credentials confidential and not share them with anyone. SCLAB uses and collects Login Credentials for account management and support in accordance with the SCLAB General Data Privacy Notice (currently located at https://www.sclab.io/p/Privacy%20and%20Cookie%20Policy). Customer is responsible for its Users' compliance with this Agreement and the actions taken through the Account. If Customer becomes aware of any compromise of a User's credentials, Customer will let SCLAB know as soon as possible.
1.3. Service Level Availability.
SCLAB will use commercially reasonable efforts to make the Service available in line with industry standards.
1.4. Support.
SCLAB will provide support to Customer in accordance with the Support Plan commitment set out in the Documentation.
1.5. Restrictions.
Customer will not (and will not permit anyone else to) do any of the following: (a) use the Service to develop a similar or competing product or service; (b) obtain or attempt to obtain the Service by any means or device with intent to avoid paying the fees that would otherwise be payable for such access or use; (c) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs to the Service or any related features; (d) modify or create derivative works of the Service or copy any element of or related features with the Service (other than authorized copies of the Software); (e) publish benchmarks or performance information about the Service; (f) fail to perform or observe the obligations set out in Section 2.4 (Obligations); (g) perform any security integrity review, penetration test, load test, denial of service simulation, or vulnerability scan on SCLAB; (h) provide access to or sublicense the Service to a third party other than a Third-Party Service; or (i) use the Service on behalf of, or to provide any product or service to, third parties.
Section 2 — Customer Data
2.1. Customer Data Configurations.
The Service and related features are designed to provide Customer with control over its configuration and use, including in the types of Customer Data it processes. SCLAB refers to the data, information, or content that Customer and Users send to an Account from the Software, the Customer Properties, or Third-Party Services, as "Customer Data." The Customer Data will be hosted in the data region that Customer selects during the setup of the Account.
2.2. Use of Customer Data to Provide the Service.
SCLAB needs a limited license to Customer Data in order to provide the Service. For example, depending on the Service subscribed to, the Service and related features may create visualization aides, such as dashboards, charts, and graphs, which requires, among other rights, a right to create derivative works. Customer grants SCLAB a non-exclusive, worldwide right to use, copy, store, transmit, display, modify, and create derivative works of the Customer Data, to the extent necessary to manage, improve, and provide the Service and related services, as well as to provide support to Customer.
2.3. Data Security Commitments.
SCLAB uses industry-standard administrative, technical, physical, and organizational measures designed to protect Customer Data for all of our customers across SCLAB multi-tenant architecture.
2.4. Obligations.
(a) Customer, through its use and configuration of the Service, is instructing SCLAB to process Customer Data. For example, the type, quantity, and frequency of Customer Data received by SCLAB is pursuant to Customer's decisions and instructions. Customer is responsible for its configuration choices, and any risks resulting from Customer's disablement of any SCLAB default privacy or security settings or features (e.g. disabling encryption of data in transit). Customer shall implement any Software updates immediately after SCLAB makes such available for general release. Customer is responsible for Customer Data, including its content and accuracy. Customer agrees that its use of the Service and related features will comply with the Documentation, including the Acceptable Use Policy. Customer is responsible for reviewing and validating any outputs generated by AI Features, and Customer's use of any such outputs is at Customer's sole discretion and risk.
(b) Customer represents and warrants to SCLAB that it has all necessary rights, consents, and permissions to grant SCLAB the rights in Section 2.2 (Use of Customer Data to Provide the Service) and to use and submit Customer Data to the Service, all without violating or infringing any applicable laws, third-party rights (including intellectual property, publicity, or privacy rights), or any terms or policies governing Customer Data.
(c) Customer must not send any "Prohibited Data" to the Service, which means any: (1) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (2) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) ("HIPAA"); (3) credit, debit, or other payment card data or financial account information, including bank account numbers; (4) credentials granting access to an online account (e.g. username plus password); (5) social security numbers, driver's license numbers, or other government identification numbers; (6) other information subject to regulation or protection under specific laws such as the Children's Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); or (7) any data similar to the above protected under foreign or domestic laws. Customer also must not use the Service or related features in connection with any activities where its use or failure could lead to death, personal injury, or environmental damage, such as in life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control (collectively, "High Risk Activities").
2.5. Suspension.
SCLAB may suspend access to, or limit, the Service and related services (and the relevant fees for the Service will continue to apply during such period) if: (a) you breach this Agreement or an Order, including non-payment of any fees when due; or (b) there is a risk of harm to other SCLAB customers or the security, availability, or integrity of the Service due to actions taken within an Account or resulting from a Third-Party Service. Where practicable, SCLAB will use reasonable efforts to provide prior notice of any suspension. Once the issue requiring suspension is resolved, without limiting any SCLAB remedies, SCLAB will restore access to the Service in accordance with this Agreement.
2.6. Systems Operations Data.
In order to provide its customers with the benefits of a multi-tenant cloud offering, SCLAB may collect and process utilization statistics and other technical data (e.g. page load data) regarding use, configuration, and deployment of the Service to operate, manage, improve, instrument, benchmark, and support the Service; provided, SCLAB will not disclose any information derived from such data if doing so would make it possible for a third party to identify Customer or any individual natural person.
2.7. Return of Data.
When a customer requests the return of data from the service, the content file and data file are provided based on the time of the request, and a compressed file is sent to the customer's email within 30 days of the request.
2.8. Data Archiving and Disposal.
SCLAB keeps customer's data for 180 days after the end of the service and after a certain period of time, customer's data will be discarded. Data access information / user information / data usage information will be immediately deleted and discarded when there is a request for deletion on the site even within the storage period.
2.9. Third-Party Services.
Customer may choose to use the Service together with Third-Party Services. Customer acknowledges that Third-Party Services do not form part of the Service and that Customer's use of Third-Party Services is subject to Customer's agreement with the relevant provider and not this Agreement. For clarity, because Third-Party Services are not controlled by SCLAB and do not form part of the Service, SCLAB bears no responsibility or liability for Third-Party Services, including their security, availability, functionality, or inoperability, or any effect they may have on your Customer Properties or how the Third-Party Services or their providers use Customer Data. If Customer enables a Third-Party Service with the Service, SCLAB may access and exchange Customer Data with the Third-Party Service on Customer's behalf and instruction. Use of the Service with a Third-Party Service does not expand Customer rights or our obligations under this Agreement.
Section 3 — Commercial Terms
3.1. Fees.
Fees and invoicing may be described in each Order and/or the Usage Plan. Unless the Order or Usage Plan provides otherwise, all fees are payable in U.S. dollars and are due upon invoice issuance. If you exceed usage limits in an Order, you will pay overage fees in accordance with the Order, the Usage Plan, or this Agreement. SCLAB refers to the Service pricing, invoicing related information, and product-specific terms (e.g., concurrent user account sessions) contained within the Documentation as the "Usage Plan." Late payments are subject to a service charge of 1% per month or the maximum amount allowed by law, whichever is less. All fees and expenses are non-cancellable and non-refundable except as set out in this Agreement.
3.2. Taxes.
The fees do not include any sales or other applicable taxes, levies, duties, or similar assessments assessable by any jurisdiction. Each party is responsible for their own tax obligations. If SCLAB has the legal obligation to pay or collect taxes for which Customer is responsible under this Section 3.2 (Taxes), the appropriate amount will be invoiced to and paid by Customer, unless SCLAB is provided with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.3. Disputes.
Unless the Usage Plan provides otherwise, Customer will notify us of any good-faith invoice dispute within 15 days of the invoice date (or within 5 days for overage invoices) and reasonably cooperate with SCLAB to resolve the dispute. If the Parties cannot resolve the dispute prior to the payment due date as described in Section 3.1 (Fees), either party may seek any available remedies. Undisputed amounts must be paid in full in accordance with this Section 3 (Commercial Terms).
3.4. Merchant of Record.
Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns.
3.5. Subscription Term.
Each Subscription Term will automatically renew for successive periods equal in duration to the previous Subscription Term, unless either party gives the other party notice of non-renewal at least 30 days before the then current Subscription Term ends. Per-unit rates for renewals will be the same as in the prior Subscription Term for the same Service, unless SCLAB notifies you in advance of an increase. These increases will not exceed 10% over the rates for the same Service in the prior Subscription Term, unless prior Order pricing was designated as discount, promotional, or one-time.
3.6. Affiliate Orders.
An Affiliate may enter into their own Order(s) with SCLAB. This creates a separate agreement between the Affiliate and SCLAB incorporating this Agreement with the Affiliate treated as "Customer". Neither Customer nor any Affiliate has any rights under each other's agreement with SCLAB, and breach or termination of any such agreement is not breach or termination under any other.
Section 4 — Disclaimers
Except as expressly provided in this agreement, the service, support, and all related SCLAB services are provided "as is". SCLAB and its suppliers make no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or noninfringement. Without limiting our express obligations in sections 1.3 (Service Level Availability) and 1.4 (Support), SCLAB does not warrant that use of the service will be uninterrupted or error-free, that we will review customer data for accuracy, or that we will maintain customer data without loss. SCLAB is not liable for issues with the service due to customer not installing the latest version of the software or delays, failures, or problems inherent in the use of the internet and electronic communications or other systems outside our control. SCLAB makes no warranties concerning results to be achieved from the service. Customer may have other statutory rights, but any statutorily required warranties will be limited to the shortest legally permitted period.
Section 5 — Confidentiality
5.1. Confidential Information.
For the purposes of this Agreement, the Parties define "Confidential Information" to mean any of the information disclosed under this Agreement that is designated by the disclosing party as proprietary or confidential, or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. SCLAB Confidential Information includes any technical, pricing, or performance information about the Service or related services. Customer's Confidential Information includes your Customer Data.
5.2. Obligations.
As receiving party, each party will (a) hold in confidence and not disclose Confidential Information to third parties except as permitted in this Agreement, and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose Confidential Information to its employees, agents, contractors, subcontractors, and other representatives having a legitimate need to know such Confidential Information, provided the receiving party remains responsible for their compliance with this Section 5 (Confidentiality) and such parties are bound to confidentiality obligations no less protective than this Section 5 (Confidentiality).
5.3. Exclusions.
These confidentiality obligations do not apply to information that the receiving party can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using the disclosing party's Confidential Information. The receiving party may disclose Confidential Information if required by law, subpoena, or court order, provided (if permitted by law) it notifies the disclosing party in advance and cooperates in any effort to obtain confidential treatment.
5.4. Remedies.
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy. Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 5 (Confidentiality).
Section 6 — Ownership
Except for SCLAB use rights in this Agreement, as between the Parties, Customer retains all intellectual property and other rights in Customer Data. Except for Customer's use rights in this Agreement, SCLAB and its licensors retain all intellectual property and other rights in the Service, the Documentation, and related SCLAB technology, services, templates, formats, and dashboards, including any modifications or improvements to these items made by SCLAB. If you provide SCLAB with feedback or suggestions regarding the Service or other SCLAB offerings, we may use the feedback or suggestions without restriction.
Section 7 — Limitations of Liability
7.1. Consequential Damages Waiver.
Except for excluded claims, neither party will have any liability arising out of or related to this agreement for any loss of use, lost data, lost profits, failure of security measures, interruption of business, or any indirect, special, punitive, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance.
7.2. Excluded Claims.
No limitation of liability will apply to excluded claims. "Excluded Claims" means: (1) claims for which liability cannot be limited under applicable law; (2) breach of section 1.5 (Restrictions) or payment obligations in section 3 (Commercial Terms) or customer's breach of section 5 (Confidentiality); or (3) amounts payable to third parties under the indemnifying party's obligations in section 8.2 (Indemnification by Customer).
7.3. Nature of Claims and Failure of Essential Purpose.
The waivers and limitations in this section 7 (Limitations of Liability) apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy in this agreement fails of its essential purpose.
Section 8 — Indemnification
8.1. Indemnification by SCLAB.
SCLAB will defend Customer from and against any valid third-party claim to the extent alleging that the Service, when used by Customer as authorized, infringes a valid third-party's U.S. patent, copyright, or trademark, and will hold harmless and indemnify Customer against any damages or costs finally-awarded against Customer (including reasonable attorneys' fees) or agreed in settlement by SCLAB resulting from the claim.
8.2. Indemnification by Customer.
Customer will defend SCLAB from and against any third-party claim to the extent related to or arising from Customer Materials, Customer Data or Customer's breach or alleged breach of (a) this Agreement, or (b) any applicable law or regulation, and Customer will hold harmless and indemnify SCLAB against any damages or costs awarded against SCLAB (including reasonable attorneys' fees) or agreed in settlement by Customer resulting from the claim.
8.3. Indemnification.
SCLAB will indemnify the customer for damages caused by intention or negligence to the customer, such as a service failure or providing a service that does not meet the quality and performance stipulated in the "Service Level Agreement". SCLAB does not indemnify for special damage caused by the inability to use our service, and if the customer intentionally or negligently causes damage to SCLAB, the damage must be indemnified.
8.4. Procedures.
The indemnifying party's obligations in this Section 8 (Indemnification) are subject to receiving: (a) prompt written notice of the claim; (b) the exclusive right to control and direct the investigation, defense, and settlement of the claim; and (c) all reasonably necessary cooperation of the indemnified party, at the indemnifying party's expense for reasonable out-of-pocket costs. The indemnifying party may not settle any claim without the indemnified party's prior written consent if settlement would require the indemnified party to admit fault or take or refrain from taking any action (other than relating to use of the Service, when SCLAB is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.
8.5. Mitigation and Exceptions.
In response to an actual or potential infringement claim, if required by settlement or injunction or as SCLAB determines necessary to avoid material liability, SCLAB may at its option: (a) procure rights for Customer continued use of the Service; (b) replace or modify the alleged infringing portion of the Service to avoid infringement with substantially similar functionality; or (c) terminate the applicable Service in the affected Order and refund any pre-paid, unused fees for the terminated portion of the Subscription Term. SCLAB obligations in this Section 8 (Indemnification) do not apply: (1) to infringement resulting from Customer's modification of the Service or use of the Service in combination with items not provided by SCLAB (including Third-Party Services); (2) to infringement resulting from Software other than the most recent release; (3) to unauthorized use of the Service or if Customer is in breach of an Order, Usage Plan, or this Agreement; (4) if the total aggregate fees paid to SCLAB for the Service is less than US$100,000 in the twelve (12) month period immediately preceding the claim; (5) to infringement resulting from compliance by SCLAB with Customer designs, plans, specifications or instructions; (6) if Customer settles or makes any admissions about a claim without SCLAB prior written consent; or (7) to any claim arising from or related to Customer's indemnification obligations. This Section 8 (Indemnification) sets out Customer's sole and exclusive remedy and SCLAB entire liability regarding infringement of third-party intellectual property rights.
Section 9 — Term and Termination
9.1. Term.
This Agreement is effective for Customer's applicable Subscription Term unless terminated as described in this Agreement. Any unpaid use of the Service shall be governed as described in Section 11.4 (Entire Agreement).
9.2. Termination.
Either party may terminate this Agreement (including all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after written notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. If SCLAB terminates this Agreement for Customer's material breach under this Section 9.2 (Termination), Customer will promptly pay SCLAB any outstanding fees or expenses due and any fees for the terminated portion of the Subscription Term. If Customer terminates this Agreement for SCLAB material breach under this Section 9.2 (Termination), then, at Customer's request, SCLAB will refund to Customer any pre-paid, unused fees for the terminated portion of the Subscription Term. In no event will any termination relieve Customer of the obligation to pay any expenses and fees payable to SCLAB for the period prior to the effective date of termination. Except where an exclusive remedy is provided, exercising a remedy under this Agreement does not limit other remedies a party may have. For clarity, SCLAB may modify or discontinue the Service, including any portions of the Service, as we update our offerings and add more features.
9.3. Effect of Termination.
Upon expiration or termination of this Agreement or an Order, Customer's access to the applicable Service will immediately cease. Termination of an Order will not be deemed a termination of this Agreement or any other Order; however, termination of this Agreement will immediately terminate all outstanding Orders. At the disclosing party's request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party's Confidential Information (including Customer Data, which SCLAB will delete after termination or expiration). Confidential Information may be retained in the receiving party's standard backups after deletion but will remain subject to this Agreement's confidentiality restrictions.
9.4. Survival.
These Sections survive expiration or termination of this Agreement: 1.5 (Restrictions), 2.4 (Obligations), 2.6 (Systems Operations Data), 3.1 (Fees), 3.2 (Taxes), 4 (Disclaimers), 5 (Confidentiality), 6 (Ownership), 7 (Limitations of Liability), 8 (Indemnification), 9 (Term and Termination), 11.2 (Governing Law, Jurisdiction, and Venue), 11.3 (Notices), 11.4 (Entire Agreement), 11.5 (Updates), 11.6 (Waivers and Severability), and 11.11 (Channel Partner Service Subscriptions).
Section 10 — Technical Services
10.1 Technical Services.
From time to time, Customer may choose to engage SCLAB for training, enablement, or other technical services in respect of the Service ("Technical Services"). Any purchased Technical Services are as described in the relevant Order. For clarity, the purchase of Technical Services is not required in order for Customer to use and access the Service and Customer agrees that Technical Services do not form part of the Service.
10.2 Delivery; Use.
Customer will give SCLAB timely access to Customer materials, systems, and other resources ("Customer Materials") reasonably needed to provide the Technical Services, and if Customer fails to do so, SCLAB obligation to provide Technical Services will be excused until access is provided. SCLAB may make use of service partners to provide the Technical Services. Customer represents and warrants to SCLAB that it has all necessary rights, consents, and permissions to provide the Customer Materials to SCLAB. Customer, as between the Parties, retains all ownership rights in the Customer Materials and grants to SCLAB a limited right to use and access the Customer Materials only to provide the Technical Services to Customer. SCLAB will treat the Customer Materials as Confidential Information. Subject to payment of the applicable fees and a current subscription to the Service, Customer is granted a non-exclusive and non-transferable license to use the product of any Technical Services for its own internal business purposes only and consistent with the licenses and restrictions set forth in this Agreement.
10.3 Technical Services Warranty; Remedy.
SCLAB warrants to Customer that SCLAB will perform any Technical Services in a professional and workmanlike manner. If SCLAB breaches this warranty and Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, such that SCLAB can reproduce or verify such issue, then SCLAB will use commercially reasonable efforts to correct the non-conformity. If SCLAB cannot correct the non-conforming Technical Services, either party may terminate the applicable Technical Services from the affected Order, in which case SCLAB will refund to Customer any such pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are Customer's sole and exclusive remedy and SCLAB entire liability for breach of this Section 10.3 (Technical Services Warranty; Remedy). THE ENTIRE LIABILITY OF SCLAB UNDER OR IN CONNECTION WITH THE TECHNICAL SERVICES WILL AT ALL TIMES BE LIMITED TO THE GREATER OF FEES PAID FOR SUCH TECHNICAL SERVICES IN THE APPLICABLE TECHNICAL SERVICES ORDER OR FIFTY DOLLARS.
Section 11 — General Terms
11.1. Assignment.
Customer may not assign this Agreement (or any Order) without the prior written consent of SCLAB, except that Customer may assign this Agreement (and applicable Order) in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all its assets or voting securities provided that Customer is in good standing with SCLAB and that such assignment by Customer does not expand its scope of use for the Service. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of Customer's permitted successors and assigns.
11.2. Governing Law, Jurisdiction, and Venue.
This Agreement is governed by the laws of the SCLAB without regard to any conflict of law's provisions or the United Nations Convention on the International Sale of Goods, and both Parties submit to the personal jurisdiction of those courts.
11.3. Notices.
Notices to you will be deemed given upon: personal delivery; email to your account administrator or the contact on the Order.
11.4. Entire Agreement.
This Agreement (and all Orders), the Documentation, and any addenda or policies otherwise made available on the Site by SCLAB is the Parties' entire agreement regarding its subject matter and supersedes any prior or contemporaneous agreements regarding its subject matter. In the event of any conflict or inconsistency between the Order and this Agreement, the Order will prevail. Customer's purchases are not contingent on delivery of any future functionality or features. The terms set out in this Agreement apply to the Service only, and do not apply to any free trials, unpaid use of the service, or pre-release use of SCLAB products or services. Pre-release use of SCLAB products or services is governed by the Pre-Release Policy as set out in the Documentation. Any unpaid use of the service, including after any expiration or termination of a Subscription Term, is governed by the terms published at: www.sclab.io/p/Privacy%20and%20Cookie%20Policy. In this Agreement, headings are for convenience only and "including" and similar terms are to be construed without limitation. The terms in any Customer purchase order, business form, online terms, or invoicing portal will not amend or modify this Agreement and are expressly rejected; any of this documentation is for Customer's own administrative purposes only and is not binding on SCLAB.
11.5 Updates.
SCLAB may modify this Agreement from time to time. If we determine in our sole discretion that an update is material, we will provide notice of such material change to you through the Service, Site, our blogs or forums, and/or in accordance with Section 11.3 (Notices). Any changes to this Agreement posted on the Site will be effective immediately if Customer assents to such changes or for any new or renewal Subscription Term, and thirty (30) days thereafter for all other customers with an existing Subscription Term, except changes required by law or as necessary for use of any new products or features, which will immediately become effective to the extent necessary to comply with such law or as required to use such new products or features. If Customer objects to the updated Agreement within such period in accordance with Section 11.3 (Notices), as Customer's sole and exclusive remedy and without penalty, Customer may choose to continue its use of the Service under the prior version of this Agreement until Customer's next Subscription Term renewal and such updated Agreement will automatically apply as of the renewal Subscription Term unless you elect not to renew pursuant to Section 3.4 (Subscription Term). In any event continued use of the Service during the renewal Subscription Term will constitute Customer acceptance of the version of the Agreement in effect at the time the renewal Subscription Term begins.
11.6. Waivers and Severability.
Waivers must be signed by the waiving party's authorized representative and cannot be implied. If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary, so the rest of this Agreement remains in effect.
11.7. Force Majeure.
SCLAB is not liable for any delay or failure to perform any obligation under this Agreement or any Order due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster.
11.8. Service Support Providers.
SCLAB uses third-party hosting and other service providers (e.g., data center providers or support ticketing systems) in our supply of the Service and related features and support.
11.9. Independent Contractors.
The Parties are independent contractors, not agents, partners, or joint ventures.
11.10. Open-Source Software.
To the extent SCLAB separately makes available other open-source software ("OSS") for download (e.g., community tools), such code is governed by the terms of the applicable OSS license. To the extent required, the license for any OSS included in the Software, identified in the Documentation, will apply to the OSS instead of this Agreement.
11.11 Channel Partner Service Subscriptions.
This Section applies to any Customer access of the Service obtained through an authorized SCLAB channel partner ("Channel Partner").
(a) Commercial Terms. Instead of paying SCLAB, Customer will pay applicable amounts to the Channel Partner as agreed between Customer and the Channel Partner. Customer's order details (e.g., scope of use and fees) will be as stated in the Order placed by Channel Partner with SCLAB on Customer's behalf. Customer's Order will renew with Channel Partner in accordance with Section 3.4 (Subscription Term), unless Channel Partner notifies SCLAB that it is opting-out of auto-renewal on Customer's behalf as described in this Agreement or in the manner specified in the agreement between Channel Partner and SCLAB. Channel Partner is responsible for the accuracy of such Order. SCLAB may suspend or terminate Customer's rights to use the Service if it does not receive the corresponding payment from the Channel Partner. If Customer is entitled to a refund under this Agreement, SCLAB will refund any applicable fees to the Channel Partner and the Channel Partner will be solely responsible for refunding the appropriate amounts to Customer, unless otherwise specified.
(b) Relationship with SCLAB. This Agreement is directly between SCLAB and Customer and governs all use of the Service by Customer. Channel Partners are not authorized to modify this Agreement or make any promises or commitments on SCLAB behalf, and SCLAB is not bound by any obligations to Customer other than as set forth in this Agreement. SCLAB is not party to (or responsible under) any separate agreement between Customer and Channel Partner. The amount paid or payable by the Channel Partner to SCLAB for Customer's use of the applicable Service under this Agreement will be deemed the amount paid or payable by Customer to SCLAB under this Agreement for purposes of Section 7 (Limitations of Liability). SCLAB is not responsible for any acts, omissions, products or services provided by Channel Partner.
11.12. AI Features; Transparency Notice
(a) AI Features. SCLAB may provide certain artificial intelligence-enabled features as part of the Service (including, without limitation, natural language to SQL generation, chatbot creation, and AI Agent-based automation, collectively, "AI Features"). Outputs generated by AI Features may vary depending on input data, prompts, configurations, and the status of external systems (e.g., Customer's databases, APIs, and Third-Party Services).
(b) Nature of Outputs; Customer Verification. Outputs produced by AI Features (including, without limitation, SQL statements, analyses, summaries, recommendations, responses, and automation workflows, "AI Outputs") are generated using machine learning and may be inaccurate, incomplete, or otherwise erroneous. Customer is solely responsible for reviewing and validating AI Outputs prior to use, and for implementing appropriate controls (e.g., approval flows, access controls, testing) especially where AI Outputs may impact databases (e.g., UPDATE/DELETE), trigger external API calls, or execute automated actions.
(c) Transparency and Disclosure. SCLAB may display notices indicating that AI Features were used or that certain outputs are AI-generated. Customer shall not remove, modify, obscure, or misrepresent such notices. If Customer distributes, publishes, or otherwise shares AI Outputs outside of the Service, Customer is solely responsible for providing any disclosure or labeling required under applicable laws and regulations. Customer shall not represent AI Features or AI Outputs as human-generated or otherwise mislead end users into believing that such outputs were produced by a human.
(d) Prohibited Use. Customer shall not use AI Features to (a) infringe any third-party rights, (b) engage in unlawful, deceptive, or misleading conduct (including impersonation, dissemination of false information, or deepfakes), or (c) violate this Agreement, the Documentation, or any applicable laws. SCLAB may suspend or limit access to the Service pursuant to Section 2.5 (Suspension) in the event of any violation.
(e) Third-Party AI Models and Integrations. Where AI Features leverage third-party models or services, additional third-party terms may apply, and SCLAB is not responsible for third-party services, outputs, or policy changes (see Section 2.9).
(f) Disclaimer; Limitation of Liability. To the extent permitted by law, SCLAB's disclaimers and limitations of liability with respect to AI Features and AI Outputs are governed by Section 4 (Disclaimers) and Section 7 (Limitations of Liability). Customer acknowledges that Customer's decisions and actions based on AI Outputs are at Customer's sole discretion and risk.
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If you have any questions regarding this Agreement, please contact us at SCLAB, Inc.
- Office: 1115, BLOCK77 Bldg. 17, Seocho-daero 77-gil, Seocho-gu, Seoul, Republic of Korea
- Email: [email protected]