The terms that govern our work together

ScaleBridger is a digital infrastructure company. We build the digital operating layer around your business so customers can find you, trust you, pay you, book with you, and be followed up with automatically. For real estate, hospitality, property, and service businesses, ScaleBridger builds the digital estate around your real-world operations (websites, lead capture, CRM, booking flows, payment systems, automations, follow-up workflows, dashboards, handoff processes, operational tracking). These Terms define what we provide, what you are responsible for, what is included or excluded, who owns what, how payments work, and how risk is handled.

“ScaleBridger / we / us / our” = ScaleBridger. “Client / you / your” = the person or business purchasing, accessing, or using ScaleBridger services. “Services” = audits, consulting, implementation, digital infrastructure buildouts, websites, CRM configuration, payment setup, booking flows, automations, dashboards, reporting, client-handoff systems, support, maintenance, and related work. “EstateLayer” = ScaleBridger’s service framework for building the digital operating layer around a business. “Order Form” = a signed order, checkout page, proposal, invoice, SOW, or written scope document identifying the Services, fees, deliverables, timeline, and payment terms. “SOW” = a written scope document (work, deliverables, dependencies, milestones, exclusions, fees). “Deliverables” = final work product created specifically for Client under an Order Form or SOW. “Client Content” = materials provided by Client. “Third-Party Services” = software, platforms, tools, APIs, or processors not owned by ScaleBridger.

Order on conflict: (1) Signed Order Form or SOW; (2) Product- or service-specific terms or addendum (including the Client Account Protection Addendum (CAPA), set out as Addendum A below); (3) Data Processing Agreement; (4) These Terms; (5) Policies incorporated by reference (Privacy, AUP, AI/Automation Addendum); (6) Website, marketing, or proposals, only to the extent expressly incorporated. Marketing statements describe our general approach and do not expand scope unless in an Order Form or SOW. For ScaleBridger’s payment, intellectual-property, access, and confidential-information rights, the Client Account Protection Addendum controls to the extent it affords stronger protection, unless a separate signed agreement expressly states otherwise.

Services are for businesses, operators, and commercial clients. You may not use the Services if prohibited by law or if your use would violate these Terms, an Order Form, applicable law, or third-party platform rules.

You accept when you: click a checkbox or button indicating agreement; submit payment; pay an invoice; sign an Order Form, proposal, or SOW; use a ScaleBridger website, portal, workspace, audit, deliverable, or system; or continue receiving Services after notice. ScaleBridger may maintain acceptance records (timestamp, email, company, checkout page, invoice, payment ID, IP, CRM record, portal activity, transaction evidence).

Per the applicable Order Form or SOW: digital infrastructure audits; EstateLayer audits and blueprints; website strategy, design, development, and rebuilds; landing pages and lead capture; CRM setup, cleanup, migration, and optimization; pipeline and opportunity tracking; payment-flow setup and checkout support; booking and scheduling flows; follow-up automations; email, SMS, and message workflows; reporting dashboards; client-handoff systems; operational tracking; AI-assisted workflows; integration support between Third-Party Services; ongoing support, maintenance, stewardship, and optimization. The exact scope is only what the Order Form or SOW states.

EstateLayer is ScaleBridger’s digital operating layer framework, connecting parts of your business (website, lead capture, CRM, listings, booking, payments, automations, follow-up, dashboards, client handoff, operational tracking). EstateLayer does NOT mean ScaleBridger owns, manages, brokers, sells, leases, finances, insures, or legally controls your real estate, property, customers, bookings, or operations. Unless expressly stated in writing, ScaleBridger is not your real estate broker, property manager, attorney, accountant, lender, financial or tax advisor, insurance broker, fiduciary, or regulated professional.

A paid audit (including an EstateLayer Audit) is a diagnostic and strategy service. Unless the Order Form says otherwise it may include: review of current digital infrastructure (website, CRM, forms, payment or booking flows, follow-up, automations, reporting); identification of leaks, gaps, risks, or opportunities; recommended next actions; a written or recorded summary, blueprint, or implementation recommendation. It does NOT include implementation, custom development, third-party software fees, advertising spend, subscription costs, legal, tax, or financial advice, brokerage, property management, or guaranteed outcomes.

Unless otherwise stated, a $1,500 EstateLayer Audit fee is non-refundable and may be credited toward a qualifying implementation purchased within 30 days of payment. The credit has no cash value, cannot be transferred, and expires after 30 days.

Configuration, development, setup, migration, automation, integration, design, workflow creation, dashboarding, testing, launch support, or related work. Implementation begins only after the applicable payment, access, materials, and approvals are received, unless otherwise agreed in writing. ScaleBridger performs the Services described in the Order Form or SOW; Client provides timely information, access, approvals, content, credentials, decisions, and business context.

Client must: provide accurate business information; provide timely platform and account access; provide content, brand assets, property and service information, pricing, policies, and legal disclaimers; review and approve deliverables promptly; ensure Client Content is accurate, lawful, authorized; maintain its own business decisions; comply with all applicable laws; comply with Third-Party Service terms; maintain consents for email, SMS, calls, advertising, tracking, and communications; protect credentials, admin access, API keys, and permissions; pay all fees when due.

ScaleBridger is not responsible for delays, errors, failed launches, compliance issues, or losses caused by missing or inaccurate information, delayed approvals, unauthorized changes, lack of access, third-party issues, or Client’s failure to meet its responsibilities.

Delays move timelines accordingly. Unresponsive >10 business days: ScaleBridger may pause. Unresponsive >30 calendar days: ScaleBridger may close the project as inactive; fees already paid are non-refundable unless required by law or stated otherwise. Restarting may require a new timeline, updated scope, and reactivation fee.

ScaleBridger performs what the Order Form or SOW describes; anything not expressly included is excluded. Additional requests, features, pages, automations, or integrations, revisions beyond included rounds, emergency work, rework from Client changes, or work caused by third-party platform changes may require a change order and additional fees. Out-of-scope work need not begin until the change order is approved and paid.

Client reviews deliverables and gives clear feedback. Approved items are accepted. No feedback within the Order Form review period (or 5 business days if none stated) = deemed accepted. Post-approval changes may be new work and may require fees.

Client pays all fees in the Order Form, invoice, checkout, or SOW (audit, setup, project, milestone, monthly, subscription, support, maintenance, usage). Unless stated: fees due when invoiced; audit + setup fees non-refundable; milestone payments due before the next milestone; monthly billed in advance; third-party fees separate; taxes are Client’s; processor, chargeback, SMS, ad-spend, hosting, plugin, domain, license, API, and platform fees not included unless stated. ScaleBridger may pause, withhold launch, suspend, or delay if payments are overdue.

ScaleBridger may pause work, suspend support, withhold deliverables and transfer assistance, disable or limit access to ScaleBridger-managed systems, charge late fees where permitted, and require payment before resuming. Client remains responsible for fees incurred before suspension.

Refunds only if expressly stated in the Order Form, checkout, or written agreement. Unless stated: paid audit fees, setup fees, completed-work fees, reserved-time and commenced-implementation fees, and monthly fees (once the period begins) are non-refundable; third-party fees non-refundable unless the provider refunds them. Refund requests do not cancel outstanding obligations for work performed, committed, or delivered.

Client agrees to contact ScaleBridger first before a chargeback or dispute. On a chargeback for a valid payment, ScaleBridger may suspend Services, pause delivery, disable access, recover chargeback fees, and pursue amounts owed, using invoices, checkout, payment and project records, CRM notes, emails, messages, portal logs, signed documents, and deliverable records as evidence.

Recurring Services (support, maintenance, stewardship, hosting mgmt, CRM support, automation monitoring, reporting, optimization) renew or cancel per the Order Form or checkout. Unless stated: monthly renews month-to-month; cancel ≥30 days before the next billing date; cancellation takes effect at the end of the current paid period; no partial-month refunds; annual and fixed-term commitments non-cancelable during the term; cancellation does not relieve amounts owed.

Services may rely on CRM platforms, payment processors, hosting, booking and PMS systems, domain registrars, analytics, email and SMS, AI providers, automation platforms, ad platforms, plugins, and APIs. Client agrees: third parties are not owned or controlled by ScaleBridger; may need separate accounts, fees, verification, or compliance; are governed by their own terms; may change, break, suspend, raise prices, restrict or modify APIs, or experience downtime; ScaleBridger is not responsible for third-party downtime, outages, policy changes, restrictions, API failures, billing, or data issues; Client complies with third-party terms. ScaleBridger may recommend tools; Client decides whether to use them.

Client may need to provide admin, API, login, DNS, hosting, CRM, processor, ad, booking, and PMS access. Client authorizes ScaleBridger to use those accounts solely to perform the Services and remains responsible for account ownership, security, billing, compliance, and permissions and for removing access after the engagement. ScaleBridger may require secure access methods.

Unless stated: Client owns domain, hosting, DNS, registrar, and email and pays those fees; ScaleBridger is not responsible for downtime from hosting, registrar, DNS, expired domains, third-party outages, or unauthorized changes; launch dates depend on timely approvals, access, content, testing, and payment. If ScaleBridger manages launch, Client approves the launch checklist before publication.

ScaleBridger may configure forms, pipelines, tags, automations, notifications, workflows, records, opportunities, dashboards, and follow-up. Client is responsible for contact-data accuracy, permission to contact, communication, privacy, and advertising compliance, sales follow-up, customer service, reviewing automations before activation, and monitoring live workflows. ScaleBridger does not guarantee lead volume, conversion, sales, booking, revenue, or customer response.

For email, SMS, calls, WhatsApp, chat, and DMs, Client obtains and maintains all required consents, opt-ins, notices, and opt-outs. Client may not send spam, unlawful or deceptive messages, unauthorized marketing, fake reviews, harassment, illegal offers, or platform-violating communications. ScaleBridger may refuse, pause, or disable campaigns that appear unlawful, deceptive, abusive, high-risk, or non-compliant.

ScaleBridger may configure payment links, checkout, invoices, processors, forms, and automations. Client agrees: processors are Third-Party Services; Client is responsible for processor approval, compliance, reserves, holds, disputes, refunds, taxes, receipts, chargebacks, and billing; ScaleBridger doesn’t control processor decisions and isn’t responsible for funds held, delayed, reversed, blocked, or refunded; Client ensures checkout pages clearly disclose price, billing, refund, renewal, cancellation, and material conditions.

If Client operates in real estate, hospitality, STR, property management, brokerage, construction, or home services, Client is solely responsible for compliance with all laws, licenses, permits, disclosures, and tax, occupancy, property, advertising, local, platform, and customer obligations. ScaleBridger may build digital systems around bookings, listings, forms, records, payment flows, dashboards, automations, and tracking but does not manage properties, guarantee occupancy, set legal pricing, provide brokerage, handle escrow, give legal advice, or assume Client’s regulated obligations.

ScaleBridger builds and improves digital infrastructure. The market decides the outcome. We do not guarantee any specific revenue, profit, lead, booking, sales, or appointment volume, occupancy or conversion rate, search ranking, ad performance, valuation increase, customer response, or business result. Results depend on market conditions, offer quality, pricing, demand, traffic, competition, sales follow-up, customer service, Client execution, third-party platforms, ad budgets, reputation, reviews, operational capacity. Examples, projections, estimates, and case studies are illustrative only.

ScaleBridger does not provide legal, tax, accounting, financial, investment, insurance, brokerage, lending, medical, or other regulated professional advice. Client should consult qualified professionals. Operational, marketing, automation, and infrastructure recommendations are for general business implementation only.

ScaleBridger may use AI-assisted tools for research, drafting, analysis, system design, automation, documentation, QA, reporting, content, and workflow creation. AI outputs may be inaccurate, incomplete, non-unique, outdated, or unsuitable. Client is responsible for reviewing and approving all final public-facing, customer-facing, legal, financial, operational, medical, regulated, or high-impact content before use. ScaleBridger does not guarantee AI outputs are error-free, compliant, original, or fit for every purpose. Client must not submit sensitive, confidential, regulated, or restricted data into AI tools unless the agreement authorizes it with appropriate safeguards.

Client may not use Services, systems, deliverables, or infrastructure to: violate law; infringe IP; send spam or unlawful communications; deceive, defraud, or mislead; publish false claims; sell unlawful products; scrape, harvest, or misuse data unlawfully; upload malware; interfere with systems or security; abuse third-party platforms; violate advertising, privacy, email, SMS, payment, real-estate, hospitality, or consumer-protection rules; or create legal, reputational, security, or platform risk for ScaleBridger. ScaleBridger may suspend or terminate for violations.

Client owns Client Content and grants ScaleBridger a limited license to use it to perform the Services (design, build, configure, test, publish, automate, integrate, support). Client represents it has all rights, permissions, licenses, and consents and is responsible for accuracy, legality, and completeness. ScaleBridger is not responsible for claims arising from Client Content (false advertising, IP infringement, privacy violations, inaccurate listings, unlawful claims, missing disclaimers, unauthorized materials).

ScaleBridger retains all rights in its pre-existing and independently developed IP: frameworks, templates, methods, processes, playbooks, prompts, checklists, audit methods, documentation structures, automation patterns, workflow logic, internal tools, code libraries, design systems, system architecture patterns, know-how, business models, training materials, EstateLayer methodology. Client does not acquire ScaleBridger Background IP unless expressly stated in a signed agreement. ScaleBridger may use its Background IP to serve other clients, including in similar industries.

Unless the Order Form states otherwise, after Client pays all amounts due, Client receives ownership of final Deliverables created specifically for Client, excluding ScaleBridger Background IP, Third-Party Services, open-source software, licensed and stock assets, and platform-controlled components. Before full payment, ScaleBridger retains ownership of unpaid Deliverables and may withhold files, transfers, credentials, exports, launch, and access. Ownership transfer does not include the right to resell, repackage, sublicense, or commercially exploit ScaleBridger frameworks, templates, methods, internal tools, prompts, processes, or reusable infrastructure.

Deliverables may include licensed assets, stock photos, fonts, plugins, software, templates, open-source, third-party scripts, and platform components, subject to their own license terms. Client maintains required licenses after delivery unless stated otherwise. ScaleBridger is not responsible for license violations from Client misuse, expired subscriptions, unauthorized copying, or use outside permitted terms.

Unless Client requests confidentiality in writing or an Order Form says otherwise, ScaleBridger may identify Client as a customer and describe the general nature of Services. ScaleBridger will not publicly disclose Client confidential information, private financials, customer lists, credentials, or non-public info without authorization. Detailed case studies, screenshots, performance numbers, and sensitive details require Client approval.

Each party protects the other’s confidential information (non-public business, technical, financial, customer, operational, strategic, credential, system, pricing, and project information) with reasonable care, using it only to perform or receive the Services. Excludes public, independently developed, lawfully received, or legally required disclosures.

ScaleBridger may process Client, lead, customer, contact, CRM, analytics, payment-metadata, booking, and operational data to provide Services. Client determines what data may be collected, processed, stored, transferred, or used and provides required privacy and cookie notices, consent mechanisms, data-processing terms, and customer disclosures for its users, leads, customers, guests, owners, tenants, and contacts. Where ScaleBridger processes personal data on Client’s behalf, the parties shall execute ScaleBridger’s Data Processing Agreement before ScaleBridger processes any such personal data; that Data Processing Agreement controls over this section for personal-data processing, and ScaleBridger’s current sub-processors are listed on the Subprocessors page. ScaleBridger uses reasonable administrative, technical, and organizational measures; no system is completely secure.

On termination or completion, Client may request a reasonable export of Client Content and data controlled by ScaleBridger, to the extent available and feasible. ScaleBridger may charge for export, migration, transfer, cleanup, or handoff unless included. ScaleBridger may delete archived, inactive, or retained data after a reasonable retention period, subject to legal, accounting, backup, security, and business needs. ScaleBridger is not responsible for data in Third-Party Services after Client’s access, subscription, or relationship ends.

If ScaleBridger becomes aware of a security incident affecting Client data under its control, it will take reasonable steps to investigate, contain, and notify Client as appropriate under the circumstances and applicable law. Client is responsible for incidents caused by its own systems, weak passwords, compromised credentials, unauthorized users, third parties, employees, or failure to follow security recommendations.

Unless expressly included, ScaleBridger is not responsible for backups of Client websites, databases, CRM, automations, files, media, or Third-Party data. Client maintains appropriate backups, exports, access, and disaster recovery.

ScaleBridger warrants it will perform Services in a professional and workmanlike manner consistent with the Order Form or SOW. Client’s exclusive remedy for breach is for ScaleBridger to use reasonable efforts to correct the affected Services if reported within 10 business days after delivery or discovery. Except as expressly stated, Services and Deliverables are “as is” and “as available.” ScaleBridger disclaims implied warranties (merchantability, fitness, non-infringement, uninterrupted or error-free operation, guaranteed results) to the maximum extent permitted.

ScaleBridger does not warrant: specific business results; uninterrupted automations; third-party availability; unbreakable integrations; accurate or complete AI output; bug-free or vulnerability-free websites; processor approval, release, or processing; specific ad, SEO, content, or funnel performance; or that customers will respond, buy, book, pay, or convert. Not responsible for issues caused by Client, third parties, platforms, unauthorized changes, missing access, outdated software, expired subscriptions, inaccurate data, policy changes, or events outside reasonable control.

To the maximum extent permitted, ScaleBridger is not liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages (lost revenue, business, data, goodwill, bookings, opportunities, or interruption). Total liability for any claim will not exceed the amount Client paid ScaleBridger for the affected Services in the 3 months before the event. Applies regardless of legal theory. Nothing limits liability where it cannot be limited by law.

Client defends, indemnifies, and holds harmless ScaleBridger, its owners, officers, contractors, employees, vendors, and affiliates from claims, damages, losses, liabilities, costs, and expenses (incl. reasonable attorneys’ fees) arising from: Client Content; Client’s business, products, services, or customers; Client’s violation of law or third-party terms; Client’s unauthorized IP use; Client’s marketing and messaging practices; Client’s privacy and data obligations; Client’s real-estate, hospitality, booking, payment, refund, property, or regulated obligations; or Client’s misuse of Services or Deliverables.

ScaleBridger may suspend Services, access, support, delivery, launch, or changes if Client fails to pay, breaches, creates legal, security, platform, payment, or reputational risk, fails to provide access or approvals, uses Services unlawfully or abusively, or if third parties suspend access or continued performance would create unreasonable risk. Suspension does not waive the right to payment.

Either party may terminate per the Order Form. If none stated, either may terminate month-to-month Services with 30 days’ written notice. ScaleBridger may terminate immediately for material breach, non-payment, misuse, illegality, threats to personnel, abuse, or unacceptable risk. On termination: Client pays outstanding amounts; ScaleBridger may stop work and withhold unpaid Deliverables; Client remains responsible for Third-Party Services; each party returns or destroys confidential information as feasible; surviving sections remain.

After termination, Client maintains, replaces, exports, transfers, or continues any systems, platforms, domains, hosting, CRMs, processors, automations, subscriptions, or Third-Party Services. ScaleBridger is not obligated to provide ongoing support after termination unless agreed. Post-termination handoff, migration, transfer, documentation, cleanup, or training may require fees.

Not liable for delay or failure from events outside reasonable control (natural disasters, power, internet, or hosting failures, cyberattacks, labor disruptions, government actions, war, terrorism, civil unrest, pandemics, platform or processor outages, supply chain, Third-Party failures). Deadlines extend as reasonably necessary.

ScaleBridger is an independent contractor. No partnership, joint venture, employment, fiduciary, franchise, agency, or exclusive relationship is created. Client may not bind ScaleBridger.

During Services and for 12 months after, Client may not knowingly solicit for employment or contract any ScaleBridger employee, contractor, or vendor who materially worked on Client’s project without written consent. Violation: Client pays a placement fee of 25% of the person’s first-year compensation or projected annual contract value.

Client may provide feedback, suggestions, testimonials, reviews, or ideas. ScaleBridger may use feedback and suggestions without restriction or compensation, without disclosing Client confidential information. Testimonials and endorsements used only as permitted by law and platform rules.

ScaleBridger may update these Terms; updated Terms are posted or provided. For existing paid Services, material changes apply prospectively unless required by law or Client continues using Services after notice. The “Last Updated” date shows the latest revision.

Notices to ScaleBridger: the contact method on the website or Order Form. Notices to Client: email, invoice note, CRM message, portal notification, or other Client-provided method. Client keeps contact info current.

Client may not assign or transfer these Terms, the Order Form, or the Services without ScaleBridger’s written consent. ScaleBridger may assign in connection with a merger, acquisition, reorganization, asset sale, or transfer of operations.

Governed by Texas law, without conflict-of-law rules. Disputes not resolved informally are brought in the state or federal courts in Travis County, Texas, unless another venue is required by law.

Before filing a claim, parties attempt good-faith resolution: written notice (dispute, requested resolution, facts), then direct communication for ≥30 days, unless emergency relief is required.

If any part is unenforceable, the rest remains; the unenforceable part is modified to the minimum extent necessary to be enforceable, if permitted.

Failure to enforce is not a waiver; waivers must be in writing.

These Terms, with any applicable Order Form, SOW, product terms, addendum, Privacy Policy, DPA, or incorporated policy, are the entire agreement regarding the Services, replacing prior discussions, proposals, messages, or marketing unless expressly incorporated.

Surviving termination: payment obligations, refunds, chargebacks, IP, confidentiality, data obligations, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and any section that by nature should survive.

Questions: the contact information on the ScaleBridger website or your Order Form. ScaleBridger, Austin, Texas, United States.

This Addendum forms part of the ScaleBridger Terms and governs ownership of, access to, and all rights in ScaleBridger work product. Where it provides stronger protection for ScaleBridger’s payment, intellectual-property, access, or confidential-information rights than the Terms, an Order Form, a proposal, or a SOW, this Addendum controls, unless a separate signed agreement expressly states otherwise.

1. Ownership of work product. All work product remains ScaleBridger’s unless a separate signed agreement transfers it. Client receives only the limited rights expressly granted in the proposal, SOW, invoice, or other written agreement.

2. License conditional on full payment. Every license, usage, access, publication, implementation, and delivery right is expressly conditioned on full and timely payment. Until Client has paid in full, there is no ownership transfer, no source-file rights, and no right to resell, sublicense, create derivatives, or reproduce the work outside the approved project, and no right to use unpaid work for commercial publication, competitive development, internal cloning, or third-party handoff.

3. Discounted pricing is conditional consideration. Any discounted, promotional, courtesy, founder, beta, or reduced fee is conditional consideration — earned by timely payment and full compliance — not a gift. On late payment, breach, misuse, or out-of-scope use, the discount is void, and ScaleBridger may invoice the standard rate, the quoted value, or the reasonable commercial value of the work performed, less amounts already paid. This is a reversion of conditional consideration to its standard value, not a penalty.

4. Payment default. Default occurs when any invoice, subscription, maintenance, hosting, security, or project fee is unpaid past its due date. On default, and without waiving any right, ScaleBridger may: pause new work; suspend non-essential services; restrict or revoke access to accounts, portals, prototypes, staging, files, systems, and documentation; withhold source files, exports, credentials, transfer materials, administrative access, and launch approvals; freeze all license rights in unpaid work; require cure before resuming; and recover collection costs, attorneys’ fees, court costs, and interest, where permitted by law.

5. Hosting, maintenance & security. Hosting, maintenance, and security are recurring operational services, not one-time deliverables. Late fees for these may result in immediate suspension of non-essential work and restricted support, changes, and upgrades until cured. Where commercially reasonable, ScaleBridger gives written notice before suspending critical services. If ScaleBridger keeps critical services running during a default to prevent harm, Client still owes those fees. ScaleBridger is not liable for downtime, loss, or breach caused by Client non-payment, non-cooperation, or failure to provide access.

6. Cross-default across Client accounts. Non-payment by Client, an affiliate, a related project, a beneficial owner, or a commonly-controlled entity allows ScaleBridger to treat all related accounts, SOWs, subscriptions, and service lines as in default. Payments are applied to the oldest balance first, unless law or a written agreement provides otherwise.

7. No copying, reverse engineering, or derivative use. Client may not copy, imitate, reverse engineer, scrape, reconstruct, modify, resell, sublicense, train from, publish, commercialize, or create derivatives of ScaleBridger materials except as expressly permitted in writing. This applies to prototypes, designs, copy, page structures, brand, workflows, automations, account configurations, CRM, dashboards, templates, strategies, documentation, code, and logic, and to anything accessed through a ScaleBridger account, portal, workspace, meeting, file-share, staging, or system.

8. Account access & misuse. Access is granted solely for the approved purpose and scope. Client may not use access to extract, clone, benchmark, train from, or reproduce materials in order to develop competing or substitute materials, and may not share credentials, allow unauthorized third-party access, bypass restrictions, export without permission, or use materials after default, termination, or suspension. ScaleBridger may log activity, access, downloads, exports, IP address, and file views for security, billing, compliance, and enforcement.

9. Confidential information. All nonpublic materials, strategies, frameworks, workflows, pricing logic, account structures, systems, documents, proposals, prototypes, automation maps, methods, and architecture are confidential. Client may not disclose, publish, use, reproduce, or exploit them except as needed for the approved project and only while the account is current and authorized.

10. Source files & administrative control. Unless a signed agreement states otherwise, source, editable, and raw-strategy files, internal templates, backend configurations, code repositories, automation logic, credentials, infrastructure accounts, and administrative control are not included in standard fees. Final deliverables are released only after full payment and in the form specified in the SOW.

11. Unauthorized use after nonpayment. Any use of unpaid, partially paid, suspended, or defaulted work is unauthorized. If Client continues to use, publish, modify, copy, derive from, or commercially benefit from such work after default, termination, suspension, or freeze, ScaleBridger may pursue unpaid fees, license fees, damages, injunctive relief, takedown, attorneys’ fees, collection costs, and other available legal remedies.

12. Suspension does not cancel amounts owed. Suspension, restriction, freeze, termination, or pause does not cancel any payment obligation. All outstanding invoices, recurring fees, standard-rate reversions, and collection costs remain due.

13. Reservation of rights. ScaleBridger’s choice not to enforce any right is not a waiver of it. ScaleBridger reserves all rights, title, interest, remedies, claims, and defenses in its work product, intellectual property, confidential information, accounts, systems, unpaid balances, and defaults.

14. Order of precedence. Where the Terms, an invoice, a proposal, a SOW, or an agreement conflict, the provision that gives stronger protection to ScaleBridger’s payment, intellectual-property, access, and confidential-information rights controls, unless a separate signed agreement expressly states otherwise.

Past-due accounts receive no expanded license, no ownership transfer, no continued derivative-use rights, and no source or handoff rights until all balances are cured.