SCALEOS

Legal

Terms of Service

SCALEOS - Revenue Architecture for HubSpot

Operated by Scaling Matters LLC (Florida)

Effective Date: March 1, 2026

1. Parties and Applicability

These Terms of Service ("Agreement") govern all products and services provided by Scaling Matters LLC, a Florida limited liability company ("Company"), under the brand SCALEOS – Revenue Architecture for HubSpot.

Services are offered exclusively to businesses and legal entities. By purchasing or using the Services, the client ("Client") represents and warrants that it is acting solely in a business capacity (B2B) and not as a consumer.

This Agreement governs:

  • Kickstart – subscription-based licensed revenue architecture; and
  • Architecture – custom-scoped licensed infrastructure engagement.

2. Definitions

"SCALEOS Components" means all proprietary workflows, automation logic, routing structures, data models, system architecture, documentation, configuration methodologies, trade secrets, and related intellectual property developed or deployed by the Company.

"Client Environment" means Client's HubSpot account and connected third-party systems.

"Subscription Term" means the active paid period of Kickstart.

"Contract Term" means the duration defined in an Architecture agreement.

"Third-Party Services" means HubSpot, Stripe, APIs, integrations, and any external systems not controlled by the Company.

3. Order of Precedence

In the event of conflict:

  1. A separately executed written agreement signed by both parties
  2. A Statement of Work (if applicable)
  3. This Agreement

shall control in that order.

4. License Grant and Service Model

4.1 Kickstart – Subscription License

Subject to payment of fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use SCALEOS Components within the Client Environment during the Subscription Term.

Kickstart does not constitute:

  • A sale of software
  • A transfer of intellectual property
  • A work made for hire
  • A perpetual license

All rights automatically terminate upon expiration, cancellation, or non-payment.

4.2 Architecture – Licensed Infrastructure Engagement

Architecture is delivered under a separately signed agreement and provides a licensed deployment of SCALEOS Components tailored to Client's operational structure.

All intellectual property, automation frameworks, routing logic, architectural structures, and methodologies remain exclusively owned by the Company.

Architecture does not constitute a sale, assignment, or permanent transfer of intellectual property.

All usage rights terminate automatically upon expiration or termination of the Contract Term unless expressly agreed otherwise in writing.

5. Fees and Payment

5.1 Kickstart

  • Billed monthly in advance
  • Automatically renews unless cancelled prior to renewal
  • Processed via Stripe
  • Fees exclusive of applicable taxes

5.2 Architecture

  • Fees and milestones defined in signed agreement
  • Payment via Stripe and/or bank transfer
  • Invoices due as stated

5.3 Late Payments

Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum permitted under Florida law.

Client is responsible for collection costs, including reasonable attorneys' fees.

Chargebacks or payment reversals constitute material breach and may result in immediate suspension.

6. Suspension; Termination; Removal

Company may immediately suspend or terminate Services for: Non-payment; Chargebacks; Material breach; Expiration of Subscription Term or Contract Term.

Upon termination:

  • All licenses immediately cease.
  • Company may deactivate, disable, or remove SCALEOS Components.
  • Removal may materially impact workflows, reporting, automations, and system behavior.
  • Client is solely responsible for continuity planning.

Company has no obligation to provide transition assistance unless separately agreed in writing. Any such assistance is billed at €150 per hour, excluding VAT.

7. System Integrity and Client Modifications

SCALEOS operates within a dynamic third-party environment.

If Client or any third party modifies workflows, automations, routing logic, lifecycle stages, properties, integrations, pipelines, or reporting dependencies and such modifications interfere with SCALEOS Components, Company shall bear no responsibility or liability for resulting: System malfunction; Automation failures; Data inconsistencies; Reporting inaccuracies; Operational disruption.

7.1 No Monitoring Obligation

Company has no obligation to monitor Client Environment continuously or detect breaking changes introduced by Client or third parties.

7.2 Remediation

Remediation is performed only upon Client request and is billed at €150 per hour, excluding VAT, unless otherwise agreed in writing.

Company has no proactive duty to correct unauthorized modifications.

8. Intellectual Property

All SCALEOS Components are proprietary trade secrets and remain the exclusive property of the Company.

Client shall not: Copy, replicate, or distribute; Reverse engineer; Create derivative works; Attempt to extract automation logic; Replicate structural methodologies.

No rights are granted beyond the limited license expressly stated herein.

9. No Source Code or Internal Disclosure

Company does not disclose: Source code; Backend scripts; Architectural schematics; Automation blueprints; Routing algorithms; Internal implementation methodologies.

Client has no right to inspect, audit, supervise, or monitor proprietary implementation methods.

Operational visibility within HubSpot does not constitute disclosure of intellectual property.

10. Acceptance (Architecture)

Deliverables are deemed accepted five (5) business days after delivery unless Client provides written notice specifying material defects with sufficient reproducible detail.

11. Marketing and Reference Rights

11.1 Kickstart

Upon successful processing of the second monthly subscription payment, Client grants Company a non-exclusive right to use Client's name and logo for marketing purposes, including: Website display; Case studies; Sales presentations; Public references.

Rights remain valid only during an active Subscription Term and expire automatically upon termination.

11.2 Architecture

Upon receipt of the first payment under an Architecture agreement, Client grants Company a non-exclusive right to use Client's name and logo for marketing purposes, including website display, case studies, and public references.

Rights expire automatically upon contract termination.

Removal will occur within 14 days of written request.

12. Data Protection

Client remains the data controller of its HubSpot environment.

Where required by law, parties shall execute a separate Data Processing Agreement.

Company is not responsible for security configurations within Client's HubSpot account.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

COMPANY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED: For Kickstart: fees paid in the three (3) months preceding the claim; For Architecture: total fees paid under the applicable contract.

This limitation applies regardless of legal theory.

Nothing herein limits liability to the extent prohibited by Florida law.

15. Indemnification

Client shall indemnify and hold harmless Company from claims arising out of: Client misuse of Services; Unauthorized modifications; Violation of third-party rights; Breach of this Agreement.

16. Force Majeure

Company is not liable for delay or failure caused by events beyond reasonable control, including third-party platform outages, internet failures, governmental action, labor disputes, or force majeure events.

17. Assignment

Company may assign or subcontract without consent.

Client may not assign without prior written consent.

18. Severability

If any provision is found unenforceable, remaining provisions remain in full force.

19. Governing Law and Venue

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Exclusive jurisdiction and venue lie in the state or federal courts located in Florida.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties unless superseded by a separately executed written contract.

21. Contact

Scaling Matters LLC

3833 Powerline Rd Ste 801-C
Fort Lauderdale, FL 33309
USA

Email: hello@scalingmatters.com