Terms of Service

1. The Service

Scaled is a software platform for catering and food-service operations, including orders, menus and recipes, prep lists, grocery and purchasing lists, labels, equipment, scheduling, time clock, time off, and payroll export. We may add, change, or remove features over time. If we remove a feature that is material to paid subscriptions, we will give reasonable advance notice.

The Service is offered only for business purposes, not for personal, family, or household use. By creating an account, you confirm that you are acting on behalf of a business.

2. Accounts and users

You must provide accurate registration information and keep it current. Your account belongs to the Customer, and its owner controls it. The owner and the administrators you appoint can invite your staff ("Users"), assign their roles, permissions, and locations, and remove them. You are responsible for your Users' compliance with these Terms and for all activity in your account.

Users must keep their sign-in details confidential. Users must also keep time clock links and shared recipe links private, and actions taken through a clock link are treated as made by the User it was sent to. Uploaded files can be opened by anyone who has their web address, so you are responsible for what you and your Users upload. Notify us promptly at contact@scaledprep.com if you suspect unauthorized access to your account.

3. Free trial

New accounts start with a free trial, currently 14 days, with no payment card required. The trial is provided as is, without any commitment of service levels. If you do not subscribe before the trial ends, your workspace is locked. Your data is kept, as described in our Privacy Policy, so you can subscribe later and continue where you left off.

4. Subscriptions and payment

Self-serve plans are priced by the number of members and locations, as shown on our pricing page and at checkout, and are billed in advance, monthly or annually, through our payment processor, Stripe. By subscribing, you agree that your subscription renews automatically for successive periods of the same length (monthly or annual) at the then-current price until the account owner cancels it in the Service as described in Section 5. Canceling does not require contacting us. You authorize us to charge your payment method for each renewal and for any changes you make.

When you add members or locations, or change plans, the change is either applied right away with a prorated charge, or applied from the next billing period, as shown when you make the change. A reduction takes effect right away and is credited as described in Section 5. Prices exclude taxes, which you are responsible for, except taxes on our income.

If a payment fails, we will retry it and notify you by email. If payment is not recovered after the retries, the subscription is canceled and the workspace is locked until the account owner subscribes again. Its data is kept as described in the Privacy Policy.

We may change our prices. Price changes apply from your next billing period after we give you at least 30 days' notice by email or in the Service.

Enterprise and custom plans may be priced, invoiced, and changed under a separate order or agreement with us. Where that agreement conflicts with these Terms, the agreement controls.

5. Cancellation and refunds

The account owner can cancel a self-serve subscription at any time in the Service. Cancellation stops the next renewal. Your workspace remains available until the end of the period you have paid for, and is then locked. Enterprise plans are canceled as set out in their agreement.

Fees already paid are non-refundable, and we do not give cash refunds for partial periods, unused members or locations, or periods in which the Service was not used, except where required by law. If you reduce your members or locations during a billing period, the unused portion is credited toward your next invoice, as shown when you make the change. Credits have no cash value.

6. Your data

You own the information you and your Users put into the Service ("Customer Data"). You grant us a limited right to host, copy, process, transmit, and display Customer Data only as needed to provide, secure, and support the Service, and as described in our Privacy Policy. We will not sell Customer Data or use it to advertise to anyone.

You are responsible for the accuracy of Customer Data and for having the right to collect it and put it into the Service. This includes giving your staff and clients any notices and obtaining any consents the law requires.

When we process personal information in Customer Data, we act as your service provider. We process it only to provide the Service to you and as you instruct through your use of the Service. We will not sell or share it, will not keep, use, or disclose it for any purpose outside our business relationship with you, and will not combine it with personal information we receive from anyone else, except as privacy laws allow service providers to do. We will tell you if we can no longer meet these obligations, and you may then take reasonable steps to stop and fix any unauthorized use. We will help you respond to requests from individuals about their personal information, and we pass the same obligations on to the providers who help us run the Service.

We may use information about how the Service is used, in aggregated or de-identified form that does not identify you, your Users, or any individual, to operate and improve the Service. We will not try to re-identify that information.

While your account exists, your data remains available to you. You can ask us to permanently delete your company and its records from the Service by emailing contact@scaledprep.com. Deletion cannot be undone. Uploaded files stop being available through the Service, but copies may remain in our storage for a time, and we may keep the records described in our Privacy Policy, such as billing records and messages you sent us.

7. Text messages

The Service can text your Users shift reminders, clock-in and clock-out reminders, time clock links, schedule notices, shift coverage requests and their outcomes, order and event assignments, changes, and briefings, staffing alerts, time-off updates, and support ticket replies. By adding a User's mobile number, you confirm that the User has agreed to receive these work-related messages from the Service. You will not add a number without that agreement, and you will not use the Service to send marketing messages.

Agreeing to receive text messages is not a condition of using the Service. Users can reply STOP to stop text messages, START to resume them, or HELP for help, and can also get help at contact@scaledprep.com. Message and data rates may apply, and message frequency depends on the User's schedule. Carriers are not liable for delayed or undelivered messages.

8. Your business decisions

Scaled is a tool that supports your operations. It does not replace your judgment or professional advice. In particular, you remain responsible for:

• reviewing time records, pay rates, tips, overtime, and payroll exports before you pay anyone or submit them to a payroll service, and for complying with wage-and-hour, tax, scheduling, and other employment laws;
• the accuracy of recipes, ingredient quantities, allergen and dietary information, and food labels, and for complying with food safety and labeling laws; and
• checking prep lists, order quantities, and purchasing lists before relying on them.

The automated recipe parsing feature may produce errors. Review its results before saving them.

9. Acceptable use

You and your Users will not:

• access the Service without authorization, or access another Customer's data;
• probe, scan, or test the Service's security, or interfere with or disrupt it, including by overloading it;
• copy, resell, or sublicense the Service, or reverse engineer it except where the law allows;
• use the Service to build a competing product;
• upload unlawful, infringing, or malicious content, including viruses or other harmful code; or
• use the Service to violate the law or the rights of others, including privacy, employment, and anti-spam laws.

10. Third-party services

The Service works with third-party services, including Stripe for payments, QuickBooks and Square for payroll, and OpenAI for recipe parsing. Your use of those services is governed by their terms, and you are responsible for any account you hold with them. We are not responsible for third-party services or for what they do with data once you send it to them. You can disconnect a payroll service at any time.

11. Our intellectual property

The Service, including its software, design, text, graphics, and the Scaled name and logo, is owned by Scaled and its licensors and is protected by intellectual property laws. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business operations during your subscription. If you send us suggestions or feedback, we may use them without obligation to you.

12. Suspension and termination

We may suspend or terminate access to the Service if you materially breach these Terms and do not cure the breach within 10 days of our notice, if payment is not recovered as described in Section 4, or immediately where needed to prevent harm to the Service, other Customers, or the public, or to comply with law. Where practical, we will tell you before suspending access and restore it once the issue is resolved.

You may stop using the Service at any time. After cancellation or termination the workspace is locked and its data is kept as described in the Privacy Policy, and the account owner can ask us to delete it under Section 6. Section 4 (as to amounts owed) and Sections 5, 6, 8, 9, and 11 through 17 survive termination.

13. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, SCALED DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT TEXT MESSAGES OR EMAILS WILL BE DELIVERED, OR THAT ITS CALCULATIONS AND OUTPUTS WILL BE ACCURATE.

14. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY. SCALED'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNT YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US $100 IF YOU HAVE PAID NOTHING.

These limits do not apply to your payment obligations, your obligations under Section 15, liability for gross negligence, willful misconduct, or fraud, or liability that cannot be limited by law.

15. Indemnification

You will defend and indemnify Scaled against third-party claims, and the resulting losses, damages, and reasonable legal fees, arising from Customer Data, your or your Users' use of the Service in breach of these Terms, or your violation of law, including employment, privacy, and text messaging laws. This does not cover claims to the extent they are caused by our own breach of these Terms or of law. We will notify you promptly of any such claim and let you control its defense, and you will not settle a claim that imposes obligations on us without our consent.

16. Governing law and disputes

These Terms are governed by the laws of the State of Wyoming and applicable United States federal law, without regard to conflict-of-law rules. Before filing a claim, each party agrees to try to resolve the dispute informally by written notice to the other, for at least 30 days. Any dispute that is not resolved will be heard exclusively in the state or federal courts located in Wyoming, and both parties consent to those courts' jurisdiction. Either party may seek urgent injunctive relief in any court with jurisdiction.

17. General

• Changes to these Terms: we may update these Terms. For material changes, we will notify you by email or in the Service at least 30 days before they take effect. Continued use after the effective date means you accept the updated Terms. If you do not agree, you may cancel before then. Changes do not apply to a dispute that began before they took effect.
• Entire agreement: these Terms, the Privacy Policy, and any order or agreement for an Enterprise plan are the entire agreement between you and Scaled about the Service.
• Notices: we send notices to the account owner's email address. Notices to us go to contact@scaledprep.com.
• Assignment: neither party may transfer these Terms without the other's consent, except that either party may transfer them to a successor in a merger, acquisition, or sale of all or substantially all of its business or assets.
• Force majeure: neither party is liable for delays or failures caused by events beyond its reasonable control, such as outages of internet, hosting, or telecommunications providers, natural disasters, or government action. This does not excuse payment obligations.
• Severability and waiver: if any part of these Terms is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver of it.
• Export and sanctions: you will not use the Service in violation of United States export control or sanctions laws.

18. Contact us

Questions about these Terms can be sent to contact@scaledprep.com.