Revision July 31, 2022
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE. SIGNIFY YOUR AGREEMENT BY CLICKING THE “AGREE” BUTTON. IF YOU DO NOT AGREE TO THIS AGREEMENT, CLICK “DISAGREE” AND DO NOT USE OR ACCESS THE SOFTWARE. PLEASE DO NOT USE THE SITE IF YOU HAVE NOT REACHED THE AGE OF LEGAL MAJORITY IN THE JURISDICTION IN WHICH YOU LIVE.
This agreement (“Agreement”) is between you, the customer, whether an individual or entity (“Customer,” “you” or “your” ) and Scaleit USA, Inc., a Florida corporation (“Scaleit,” “we” or “our”). The Scaleit software, updates, documentation, and license key (“Software”) is licensed and is not sold. For other than trial use, Customer must purchase a weighing subscription from Scaleit.
- TRIAL LICENSE: Subject to the terms of this Agreement, Scaleit grants Customer a non-exclusive license (“Trial License”) to evaluate the Software solely to determine if Customer wants to purchase a weighing subscription for a
- LICENSE: Subject to the terms of this Agreement, Scaleit grants Customer a non-exclusive, limited duration and non-transferable license with a purchased weighing subscriptions to:
- Operate the Software in object code form only in Customer’s business operations; and
- Reproduce the Software as necessary for its operation and archival and backup
- SUPPORT: The Scaleit technical support program is included with all paid weighing subscriptions. Scaleit may change its support terms at any time. For more information on Scaleit support see http://www.scaleitusa.com/support.
- A paid weighing subscriber is entitled to remote technical support and instruction needed throughout the course of a current subscription. All developed software improvements and upgrades will be available at no
- Additionally, and at no Customer cost, we accept remote technical support responsibilities during the manufacturers’ warranty period on computers, peripherals and other devices purchased from
- Any technical support on site (including travel) or outside business hours (8am to 5pm ET) will be billed at
$120 per hour.
- Upon Customer’s request, we can provide remote technical support on related computer hardware, software and network issues beyond our control or responsibility. Technical support labor will be billed at $120 per hour.
- COPYRIGHT AND TRADEMARK NOTICE. Unless otherwise specified, all materials appearing on this site,
including the text, site design, logos, graphics, icons, and images, as well as the selection, assembly and
arrangement thereof, are the sole property of Scaleit. You may use the content of this site only for the purpose
of shopping on this site or placing an order on this site and for no other purpose. No materials from this site
may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or
by any means without our prior written permission. All rights not expressly granted herein are reserved. Any
unauthorized use of the materials appearing on this site may violate copyright, trademark and other applicable
laws and could result in criminal or civil penalties.
- LINKS. This site contains hypertext links to web sites of other third parties. We do not control these web sites
and are not responsible for their content. The existence of such links does not indicate any approval, endorsement or authentication of any material appearing on such linked sites. The existence of such links does not indicate any association between Scaleit and the owners or operators except as speciﬁcally set forth on this Site or in other Scaleit materials. You assume sole responsibility for use of third-party links.
- MONEY ORDERS, CASHIER’S CHECKS, COMPANY CHECKS, & PERSONAL CHECKS. We accept money
orders, cashier’s checks, personal checks, and company checks in U.S. Dollars only. For money orders, cashier’s checks, personal and company checks, please allow up to 10 banking days after receipt for clearance of funds before the order is processed. We cannot guarantee the availability of a product by the time funds clear or payment is received. We will charge a $35 fee on all returned checks.
- TAXES. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes related to this Agreement. Scaleit may invoice you for certain of these taxes. Scaleit will be solely responsible for taxes assessed on Scaleit based on its income.
- MULTIPLE PRODUCT ORDERS. For a multiple product order, we will make every attempt to ship all
products contained in the order at the same time. Products that are unavailable at the time of shipping will be
shipped as they become available, unless you inform us otherwise. You will only be charged for
products contained in a given shipment, plus any applicable shipping charges. You will only be
charged for shipping at the rate quoted to you on your purchase receipt. The entirety of this
shipping charge may be applied to the first product(s) shipped on a multiple shipment order.
- ORDER ACCEPTANCE POLICY. Your receipt of an electronic or other form of order confirmation does not
signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Scaleit reserves
the right at any time after receipt of your order to accept or decline your order for any reason or to supply
less than the quantity you ordered of any item.
- OUT-OF-STOCK PRODUCTS. We will ship your product as it becomes available. Usually, products ship the
same day if ordered by 11:00 AM Eastern Time, or by the next business day if your order is received after this
time and for orders received on Saturday, Sunday or any major holiday. However, there may be times when
the product you have ordered is out-of-stock which will delay fulfilling your order. We will keep you informed
of any products that you have ordered that are out-of-stock and unavailable for immediate shipment. You may
cancel your order at any time prior to shipping.
- TYPOGRAPHICAL ERRORS. In the event a product is listed at an incorrect price due to typographical error
or error in pricing information received from our suppliers, Scaleit shall have the right to refuse or cancel any
orders placed for product listed at the incorrect price. Scaleit shall have the right to refuse or cancel any such
orders whether or not the order has been confirmed and your credit card charged. If your credit card has
already been charged for the purchase and your order is canceled, Scaleit shall immediately issue a credit to
your credit card account in the amount of the incorrect price.
- RESTRICTIONS COMPLIANCE:
Without the prior written consent of Scaleit, Customer is prohibited from:
- Assigning, sublicensing, or renting the Software or using it in any type of software service provider or outsourcing environment;
- Causing or permitting reverse engineering (except to the extent expressly permitted by applicable law despite this limitation), decompiling, disassembling, modifying, translating, making any attempt to discover the source code of the Software; or
- Evaluating or using, or facilitating the evaluation or use, of the Software for the purpose of competing with Scaleit.
Customer agrees to abide by this Agreement and all applicable laws and regulations, including but not limited to Title III of the Americans with Disabilities Act (“ADA”) and New York’s state and city level Human Rights Act, and California’s Unruh Civil Rights Act and Consumer Privacy Act. Customer agrees not to transfer, use or export the services in violation of any laws or regulations of any government or governmental agency.
In the event that Customer chooses to use the email and/or the SMS features, Customer represents and warrants that Customer has a current relationship with each person to whom an email or text message is to be sent. Customer is solely responsible for ensuring that the email and/or SMS feature(s) are utilized in a manner that complies with local, state, and federal laws, rules and regulations. This includes, but is not limited to, compliance with applicable email and telemarketing laws such as the CAN-SPAM Act and Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, the EU ePrivacy Regulation, and comparable state laws. Moreover, Customer represents and warrants that each person to whom an email and/or text message is to be sent has specifically granted Customer permission to do so by whatever technology Customer chooses; and opt-outs are provided pursuant to applicable law, rule or regulation. Customer is responsible for the content and will be identified as the sender of each email and/or text message sent on Customer’s behalf. Customer acknowledges that Customer is responsible for obtaining any and all permissions required to use the email and/or SMS features.
Customer is solely responsible for compliance with applicable PCI-DSS requirements; Scaleit has no obligation to assist with PCI-DSS requirements in any way. Any assistance provided by Scaleit, or by Scaleit’s employees, contractors, agents, representatives or other related persons, at the request of Client, is provided without warranty or liability.
- PROPRIETARY RIGHTS AND CONFIDENTIALITY: Scaleit or its licensors retain all right, title and
interest to the Software and all related intellectual property and proprietary rights. The Software is protected
by applicable copyright, trade secret, industrial and other intellectual property laws. Customer may not
remove any product identification, copyright, trademark or other notice from the Software. Scaleit reserves all
rights not expressly granted to Customer.
Recipient cannot disclose Confidential Information of Discloser to any third party or use the Confidential
Information in violation of this Agreement.
- Confidential Information means all proprietary or confidential information that is disclosed to the recipient (“Recipient”) by the discloser (“Discloser”), and includes, among other things:
- any and all information relating to products or services provided by a Discloser, its financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts;
- as to Scaleit, and its licensors, the Software; and
III. the terms of this Agreement, including without limitation, the weighing subscription pricing.
- Confidential Information excludes information that Recipient can show:
- was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser;
- is or becomes a matter of public knowledge through no fault of Recipient;
III. is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or
- is independently developed by or for Recipient without use of the Confidential Information.
Recipient may disclose Confidential Information if required by law, but it will attempt to provide notice to the Discloser in advance so it may seek a protective order.
ANY MISUSE OR THREATENED MISUSE OF THE SOFTWARE OR VIOLATION OF THIS AGREEEMENT MAY CAUSE IRREPARABLE HARM TO SCALEIT FOR WHICH THERE IS NO ADEQUATE REMEDY. SCALEIT IS ENTITLED TO SEEK IMMEDIATE INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION IN THE EVENT OF SUCH BREACH OR THREATENED BREACH.
- TERM AND TERMINATION: This Agreement is in effective upon acceptance by Customer and remains effective until terminated as provided below.
- By Customer. Customer may terminate the Agreement with notice to Scaleit along with removing the Software from all computers, and returning or destroying the original and copies of the
- Upon Breach. This agreement will automatically terminate if Customer is in breach of any term of this agreement after 30-day notice and cure
- Upon Notice From Scaleit, After All Weighing Subscriptions Are Used. Scaleit may terminate this Agreement with notice and without liability, effective when all weighing subscriptions have been
Upon termination of this Agreement for any reason, Customer must immediately stop all use of the Software, remove the Software from its computers and either destroy the original Software and all copies of the Software, or return the Software to Scaleit. Customer must confirm in writing that it has complied with these requirements upon the request of Scaleit.
- PAYMENTS AND DELIVERY: Customer must purchase and pay for weighing subscriptions in advance, or otherwise within 30 days of the invoice date. Customer is responsible for any sales, use or similar taxes on the Software. Customer accepts the Software on the date of the
- RETURNS: We will accept the return of products that are defective due to defects in manufacturing and/or workmanship for 30 days from the date of purchase. Fulfillment mistakes that we make resulting in the shipment of incorrect product to you will also be accepted for return 30 days from the date of
- SHIPPING POLICY: Shipping Time — Most orders received before 11:00 AM Eastern Time will ship the same day, provided the product ordered is in stock. Most orders received after 11:00 AM Eastern Time will ship the next business day. Orders are not processed or shipped on Saturday or Sunday, except by prior arrangement. We cannot guarantee when an order will arrive. Consider any shipping or transit time offered to you by Scaleit or other parties only as an estimate. We encourage you to order in a timely fashion to avoid delays caused by shipping or product availability.
- LIMITED WARRANTY AND DISCLAIMER: Except for a Trial License, Scaleit warrants–until the weighing
subscriptions have all been used–that the Software will perform in substantial accordance with the online
training videos located at Support Videos – Scaleit USA. This warranty will not apply to any
problems caused by software (other than the Software), hardware not supplied by Scaleit, use other than in
accordance with the product documentation, or misuse of the Software.
- 21. LIMITED REMEDY: SCALEIT’S ENTIRE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR
BREACH OF THE ABOVE WARRANTY IS LIMITED TO SCALEIT’S USE OF COMMERCIALLY
REASONABLE EFFORTS TO REMEDY DEFECTS COVERED BY THE WARRANTY OR REPLACEMENT OF
THE DEFECTIVE SOFTWARE WITHIN A REASONABLE PERIOD OF TIME, OR IF SCALEIT CANNOT
REMEDY OR REPLACE SUCH DEFECTIVE SOFTWARE WITHIN SUCH TIME PERIOD, THEN SCALEIT
WILL REFUND THE AMOUNT PAID BY CUSTOMER FOR THAT WEIGHING CARD. SCALEIT’S
OBLIGATIONS ARE CONDITIONED UPON CUSTOMER PROVIDING SCALEIT WRITTEN NOTICE OF THE
CLAIM DURING THE WARRANTY OR THIRTY (30) DAYS AFTER THE END OF SUCH PERIOD, AND
COOPERATION AND ACCESS TO THE SOFTWARE IN RESOLVING ANY CLAIM.
- 22. DISCLAIMER OF OTHER WARRANTIES: EXCEPT FOR THE ABOVE PERFORMANCE WARRANTY,
SCALEIT DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE
SOFTWARE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED. SCALEIT FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATED TO ANY CONFIGURATION, REPAIR, UPDATE, INSTALLATION OR OTHER WORK DONE ON THE CUSTOMER’S PREMISES BY AN EMPLOYEE, CONTRACTOR, AGENT, OR OTHER THIRD PARTY OF OR UNDER CONTRACT WITH SCALEIT.
- DISCLAIMER OF DAMAGES: SCALEIT IS NOT LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, SUPPORT, THE SOFTWARE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT
- LIMIT ON LIABILITY: SCALEIT’S TOTAL LIABILITY FOR ALL DAMAGES, TAKEN IN THE AGGEGATE, IS LIMITED TO THE AMOUNT PAID FOR THAT WEIGHING
- S. GOVERNMENT RESTRICTED RIGHTS: The Software and documentation is provided with restricted rights. Use, duplication, or disclosure by the U.S. government or any agency thereof is subject to restrictions as set forth in subparagraph (c)(I)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 C.F.R. 52.227-19, as applicable. Contractor/manufacturer is Scaleit USA, 4625 East Bay Drive, Suite 107, Clearwater, Florida.
- GOVERNING LAW AND EXCLUSIVE FORUM: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. In case of any dispute related to this Agreement, the parties agree to submit to personal jurisdiction in the State of Delaware. Furthermore, the parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any court of the State of Delaware or any federal court sitting in the State of Delaware for purposes of any suit, action or other proceeding arising out of this Agreement. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THE TERMS, OBLIGATIONS AND/OR PERFORMANCE OF THIS AGREEMENT.
- Entire Agreement. This Agreement, and all weighing subscription orders constitute the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, representations or agreements, whether oral or written, related to this subject
- Modification and Waiver. No modification or waiver of any term of this Agreement is effective unless signed by both No failure or delay by either party in exercising any power or right under this Agreement shall operate as a waiver, nor does any single or partial exercise of any power or right preclude any other or further exercise, or the exercise of any other power or right.
- Non-Assignment. Neither party may assign or transfer this Agreement to a third party, except that the Agreement may be assigned as part of a merger, or sale of all or substantially all of the business or assets, of a
- Export Laws. Customer agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Software or any underlying information or technology except in full compliance with all United States, foreign and other applicable laws and
- Independent Contractors. The parties are independent contractors with respect to each
- Severability. The invalidity of any term of this Agreement shall not affect the validity of any other term, and
this Agreement will be construed as if the illegal provision is not contained in this Agreement. The Agreement
will be deemed modified to the extent necessary to render enforceable the remaining provisions
- No Purchase Order (PO) Terms. Scaleit rejects additional or conflicting terms of a Customer’s form-
- Survival. All terms of this Agreement which should reasonably survive termination of the Agreement shall
survive such termination.