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Terms of Service

These Terms of Service explain the rules for using Scrowise and participating in transactions through the platform. The short explanations and headings are provided for convenience. The complete Terms below control.

Scrowise is operated by Pheromones Inc., doing business as Scrowise, with an address at 1 King St West, Toronto, Ontario, Canada. References to “Scrowise,” “we,” “us,” or “our” mean Pheromones Inc.

Effective July 10, 2026[email protected]
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1. Agreement to these Terms

By creating an account, accessing or using Scrowise, signing transaction terms, or participating in a transaction through Scrowise, you agree to:

  • these Terms of Service;
  • our Privacy Policy;
  • the specific terms, instructions, fees, and conditions accepted for each transaction; and
  • any policies or notices expressly incorporated into those documents.

If you use Scrowise for a company or another organization, you represent that you have authority to bind that organization. In that case, “you” includes both you and the organization.

If you do not agree to these Terms, do not use Scrowise.

Nothing in these Terms limits a right or remedy that cannot lawfully be excluded under applicable consumer protection or other law.

2. Definitions

In these Terms:

  • “Asset” means the account, channel, digital property, service, right, or other subject of a Listing or Transaction.
  • “Buyer” means a user seeking to acquire an Asset through Scrowise.
  • “Content” means information submitted to Scrowise, including Listings, images, ownership evidence, messages, documents, signatures, payment evidence, and verification materials.
  • “Listing” means an offer or advertisement for an Asset published through Scrowise.
  • “Plus” means the Scrowise transaction plan that uses a shared Buyer and Seller workflow with dual handover confirmation.
  • “Pro” means the Scrowise transaction plan that includes separate, administrator-mediated communication channels, scheduling, and administrator verification.
  • “Seller” means a user offering or transferring an Asset through Scrowise.
  • “Service” means the Scrowise website, marketplace, transaction workflows, communications, verification processes, and related services.
  • “Transaction” means a proposed or completed exchange between a Buyer and Seller using Scrowise.
  • “Transaction Terms” means the Asset description, price, plan, fees, timing, handover requirements, signatures, and other terms accepted for a particular Transaction.
  • “User” means anyone who accesses or uses the Service.

3. Eligibility and authority

You may use Scrowise only if:

  • you are at least 18 years old;
  • you have the legal capacity to enter into a binding agreement;
  • the information you provide is accurate and complete;
  • your use of Scrowise is lawful where you are located;
  • you are not subject to sanctions or other restrictions that prohibit the Transaction; and
  • you have authority to sell, transfer, acquire, or otherwise deal with the relevant Asset.

You may not use Scrowise for someone else in order to conceal their identity, avoid a restriction, or evade these Terms.

Scrowise may be available internationally, but availability is subject to applicable laws, sanctions, export controls, payment-provider requirements, and our risk controls. We may restrict users, locations, payment methods, Assets, or Transactions without publishing a fixed country list.

You are responsible for determining whether your use of Scrowise and your Transaction are lawful in every relevant jurisdiction.

4. Sanctions and risk restrictions

You represent that neither you nor, to your knowledge, any person benefiting from your Transaction:

  • is a sanctioned or blocked person;
  • is located in, ordinarily resident in, or acting from a jurisdiction where the Transaction is prohibited;
  • is owned or controlled by a prohibited person; or
  • is using Scrowise to evade sanctions, export controls, financial restrictions, or payment-provider rules.

We may screen users and Transactions, request further information, delay activity, reject a Transaction, suspend an account, or preserve and disclose records where reasonably necessary for sanctions, fraud, compliance, or risk purposes.

5. Scrowise’s role

Scrowise provides a marketplace and a structured workflow to help Buyers and Sellers document terms, coordinate funding, arrange handover, communicate, provide evidence, and address disputes.

Unless the applicable Transaction Terms expressly state otherwise:

  • Scrowise is not the Buyer or Seller;
  • Scrowise does not own or take title to the Asset;
  • Scrowise is not a broker, investment adviser, legal adviser, tax adviser, trustee, fiduciary, partner, joint venturer, or agent for either party;
  • Scrowise does not guarantee that a Transaction is profitable, advisable, lawful, or permitted by a third-party platform; and
  • Scrowise does not guarantee a user’s identity, authority, solvency, honesty, or future performance.

Use of terms such as “escrow” or “funding” describes the Service’s transaction workflow. The applicable Transaction Terms and payment instructions identify the arrangements for a particular Transaction. Those terms should not be interpreted as a representation that funds receive deposit insurance, investment protection, or any legal status not expressly stated.

Scrowise may review evidence and administer its workflow, but it cannot independently guarantee:

  • legal or beneficial ownership;
  • title free of claims or restrictions;
  • the authenticity, quality, value, revenue, traffic, audience, or performance of an Asset;
  • the accuracy of Listings or user statements;
  • the legality or tax treatment of a Transaction;
  • continued access to an Asset after handover;
  • permission from YouTube or another third-party platform; or
  • performance by a Buyer, Seller, payment provider, bank, or third-party platform.

Each party must conduct its own due diligence and obtain independent professional advice where appropriate.

No communication, review, verification, recommendation, workflow status, or administrator action creates a fiduciary duty or constitutes legal, financial, tax, technical, or investment advice. Each party remains responsible for its own commercial decisions and for the acts and omissions of people it authorizes.

6. Accounts and security

You must provide accurate, current, and complete account information and promptly update it when it changes. This may include your name, country, phone number, company, biography, avatar, and other profile information.

You are responsible for:

  • protecting your password and devices;
  • maintaining control of the email address associated with your account;
  • restricting access to your authenticated session;
  • reviewing activity under your account; and
  • notifying us promptly of suspected unauthorized use.

You must not sell, share, transfer, or permit unauthorized use of your Scrowise account.

Actions taken through your authenticated account may be treated as authorized by you unless you notified us of compromise and we had a reasonable opportunity to act.

7. Identity, ownership, and compliance checks

Scrowise may require identity verification, ownership evidence, source-of-funds information, payment evidence, payout information, or other compliance documents before allowing or completing an activity.

Verification may include manual administrator review of identity records and supporting documents. We may also ask questions or request additional evidence concerning:

  • the identity and authority of a Buyer or Seller;
  • ownership and transferability of an Asset;
  • the source or intended destination of funds;
  • the purpose and economic substance of a Transaction;
  • potentially fraudulent or unauthorized activity;
  • sanctions, legal, tax, or regulatory concerns; or
  • inconsistencies in a Listing, account, document, or Transaction.

Completion of a check does not amount to an endorsement or guarantee. We may repeat checks, refuse documents, request updated information, impose limits, delay a Transaction, or decline service based on law, risk, or the requirements of payment and service providers.

You authorize us to use submitted information for these purposes in accordance with our Privacy Policy. Forged, altered, misleading, or unlawfully obtained documents are prohibited.

8. Listings, offers, and user representations

A Seller must ensure that each Listing is accurate, not misleading, and sufficiently complete for a reasonable Buyer to assess the Asset.

By creating a Listing or accepting an offer, the Seller represents that:

  • the Seller has the authority to offer and transfer the Asset;
  • the Listing does not conceal a material restriction, claim, suspension, or dispute;
  • the Asset and proposed transfer comply with applicable law;
  • the transfer does not infringe intellectual property, privacy, contractual, or platform rights; and
  • all performance, revenue, traffic, audience, engagement, and ownership claims are supportable.

These representations are continuing. The Seller must promptly correct or disclose any material change before funding or handover, including a suspension, security incident, ownership claim, revenue change, platform warning, loss of access, or restriction affecting transferability.

A Buyer must review the Listing, Transaction Terms, available evidence, and third-party platform rules before proceeding. Scrowise is not responsible for assumptions or side agreements that are not accurately recorded in the Transaction Terms.

Each party represents that information and evidence it submits is authentic, complete in all material respects, and not misleading by omission. A party may not rely on its own failure to investigate, disclose, preserve evidence, or follow the agreed workflow as grounds to hold Scrowise responsible.

Offers may expire, be withdrawn, or be rejected unless they have been accepted and incorporated into signed Transaction Terms.

9. Transaction Terms and electronic signatures

Before committing to a Transaction, the parties may be asked to review and accept Transaction Terms covering matters such as:

  • the Buyer and Seller;
  • the Asset;
  • purchase price and currency;
  • selected Plus or Pro plan;
  • fees and fee allocation;
  • funding instructions;
  • handover steps;
  • scheduling;
  • confirmation requirements; and
  • any Transaction-specific conditions.

You must review these details and correct errors before signing. Scrowise may make a copy of the accepted Transaction Terms available electronically. You should download or retain a copy for your records.

Where consumer-protection law applies, Scrowise will provide the disclosures, opportunity to correct errors, and copy of the internet agreement required by that law. A failure to download a copy that Scrowise properly makes available does not invalidate an otherwise enforceable agreement, subject to any non-waivable delivery or cancellation right.

You consent to:

  • using electronic records and signatures;
  • receiving Transaction documents and notices electronically; and
  • your electronic action having the same effect as a handwritten signature where permitted by law.

If you withdraw consent to electronic dealings, you may be unable to continue using the Service. Withdrawal does not invalidate electronic records or signatures already provided.

For a particular Transaction, the signed Transaction Terms prevail over these general Terms to the extent of a direct conflict concerning that Transaction. These general Terms continue to govern all other matters. Informal messages or side arrangements do not amend signed Transaction Terms unless properly accepted by all required parties and, where applicable, Scrowise.

The Service’s electronic records, timestamps, confirmations, status changes, and audit logs may be used as evidence of activity and instructions, subject to applicable law and a user’s right to show that a record is inaccurate. No Scrowise employee or contractor may waive or amend these Terms unless the waiver or amendment is expressly confirmed in writing by an authorized representative of Pheromones Inc.

10. Plus and Pro plans

Scrowise may offer different plans with different workflows, fees, and levels of administrator involvement.

10.1 Plus

The Plus plan uses a shared Buyer and Seller transaction flow. Both parties participate in the handover process, and the workflow requires confirmation from both parties before the handover stage is treated as complete.

10.2 Pro

The Pro plan includes separate, administrator-mediated channels for the Buyer and Seller. It may also include administrator-supported scheduling, verification, and handover coordination.

Administrator involvement is intended to support the workflow and review evidence. It does not make Scrowise the owner of the Asset, a guarantor of either party, or a substitute for the parties’ own due diligence.

The selected plan and its applicable price are shown before the parties sign the Transaction Terms.

11. Fees and taxes

Scrowise fees and their allocation are disclosed through the Service or in the Transaction Terms. You authorize Scrowise and its service providers to charge, deduct, or collect the disclosed amounts using the applicable payment arrangements.

Unless otherwise stated or required by law:

  • fees are payable in the stated currency;
  • users are responsible for bank, payment-provider, foreign-exchange, and similar third-party charges;
  • applicable taxes may be added to fees or Transaction amounts;
  • each user is responsible for determining and paying their own income, sales, withholding, reporting, and other taxes; and
  • quoted timing may be affected by financial institutions, payment providers, compliance review, weekends, and holidays.

If a fee or disclosure is incorrect, contact us before signing or funding the Transaction.

Amounts properly due to Scrowise remain payable despite account suspension, closure, a Transaction dispute, or a dispute between users. Overdue amounts may accrue interest at the lower of 1% per month and the maximum lawful rate. Scrowise may use lawful collection methods and recover reasonable external collection costs where permitted by law. Scrowise will not collect an amount that is genuinely disputed until it has had a reasonable opportunity to review the dispute.

12. Funding and payment evidence

The Buyer must follow the funding instructions displayed or provided for the Transaction. Sending funds through a different method, account, currency, or reference may cause delay, rejection, or loss for which Scrowise is not responsible.

Submitting a screenshot, invoice, receipt, transfer notice, or other payment evidence does not by itself establish that funds have been received, cleared, or become irreversible. Scrowise must complete the applicable administrative funding verification before the Transaction proceeds to handover.

We may request original records or confirmation from a financial institution or payment provider. We may decline or delay funding where:

  • evidence is incomplete or inconsistent;
  • funds have not cleared;
  • payment appears unauthorized or reversible;
  • the sender does not match the verified Buyer;
  • the payment method was not approved;
  • compliance information is outstanding; or
  • fraud, sanctions, or other material risk is suspected.

Users must not submit false payment evidence or attempt to induce handover before funding has been verified.

13. Chargebacks, reversals, and payment failures

You remain responsible for amounts that are reversed, recalled, charged back, dishonoured, frozen, or found to be unauthorized, together with resulting fees and reasonable recovery costs where permitted by law.

You must not improperly initiate or encourage a chargeback to bypass the Scrowise dispute process. Nothing in this section prevents a consumer from exercising a non-waivable right under applicable law.

Before initiating a payment dispute, you should promptly notify Scrowise and provide a reasonable opportunity to investigate, unless doing so would prejudice a non-waivable right or an urgent fraud or security report. You must not make a knowingly false or misleading statement to a bank, card issuer, payment provider, regulator, or Scrowise.

If a payment is reversed or disputed, Scrowise may:

  • pause or reverse the Transaction workflow where possible;
  • withhold or delay a payout;
  • request further evidence;
  • recover amounts owed from future payments or payouts where legally permitted;
  • suspend relevant accounts; or
  • pursue other lawful remedies.

You must reasonably cooperate with the investigation of a reversal or chargeback, including by providing requested records and authorizing relevant payment providers to confirm transaction information where lawful. A chargeback does not by itself determine the merits of a Transaction dispute or eliminate amounts otherwise owed.

14. Cancellation and unfunded expiry

A Buyer or Seller may request cancellation before funding has been verified, subject to the Transaction Terms and applicable law.

An unfunded Transaction expires after 10 days unless Scrowise extends or restarts it. Expiry ends the active workflow but does not eliminate accrued fees, legal obligations, or claims arising from prior conduct.

Once funding has been verified, ordinary cancellation is restricted. Any exception is subject to the dispute process, administrator review, applicable law, payment status, and the practical ability to stop or reverse the Transaction.

Nothing in these Terms limits a statutory cancellation right that cannot be waived.

15. Handover and confirmation

The parties must follow the handover steps and schedule in the Transaction Terms and Service.

The Seller must provide the agreed access, credentials, permissions, information, and cooperation necessary to transfer the Asset. The Buyer must promptly inspect the handover and provide truthful confirmation or identify a specific problem.

For Plus Transactions, both Buyer and Seller must provide the required handover confirmations. For Pro Transactions, the handover may be coordinated through separate administrator-mediated channels and may include further verification or scheduled actions.

A confirmation is a material representation. You must not:

  • confirm a step that did not occur;
  • withhold confirmation to obtain an unrelated concession;
  • interfere with the other party’s access;
  • change or revoke access contrary to the Transaction Terms; or
  • misrepresent the condition of the Asset after handover.

Scrowise may pause the workflow if confirmations conflict or evidence suggests a problem. A party that confirms satisfactory handover may not later contradict that confirmation without credible evidence of fraud, unauthorized access, a concealed material defect, or another basis recognized by the Transaction Terms or applicable law.

16. Disputes and administrator review

A party must raise a Transaction dispute without unreasonable delay and within any deadline shown in the Service, Transaction Terms, or written request from Scrowise. The notice must identify the disputed obligation, the requested outcome, and the material facts and evidence then available. Delay may limit the remedies practically available, particularly after access changes, payout, deletion of records, or expiry of a third-party review period. Nothing in this paragraph shortens a non-waivable statutory limitation or cancellation period.

Starting a dispute pauses normal processing where the Service indicates that a hold has been applied. Merely sending a message or complaint does not guarantee that a payment, payout, transfer, or third-party action can be stopped.

Scrowise may consider:

  • the signed Transaction Terms;
  • Listings and offers;
  • messages and scheduling records;
  • ownership and verification documents;
  • payment and payout evidence;
  • access logs or handover records;
  • information from third-party platforms or providers; and
  • other relevant evidence supplied by the parties.

Both parties must cooperate in good faith, preserve relevant records in their original form, avoid deleting or altering accounts or evidence, and respond within requested timeframes. Scrowise may disregard late, unverifiable, unlawfully obtained, altered, irrelevant, or duplicative material. Failure to participate may result in a decision based on the available evidence or closure of the review.

Administrator review may determine how the Scrowise workflow proceeds, including whether to request corrective performance, continue the handover, cancel the Transaction, arrange a refund, permit a payout, or maintain a hold while further review occurs.

Scrowise’s administrative decision is not a court judgment or arbitration award and does not eliminate any non-waivable legal remedy. Scrowise may decline to decide issues that require a court, regulator, financial institution, or third-party platform.

Scrowise may correct an administrative decision where material new evidence, fraud, manifest error, payment reversal, or a binding legal requirement justifies doing so. Review activity and settlement discussions are undertaken to administer the Service and do not constitute an admission of liability by Scrowise.

17. Refunds and Seller payouts

Refunds are not automatic. Eligibility, amount, method, and timing are determined through administrator review, the Transaction Terms, the payment status, available funds, third-party restrictions, and applicable law.

A refund may be delayed or reduced by:

  • an unresolved chargeback or reversal;
  • bank or payment-provider processing;
  • currency conversion;
  • amounts already transferred or no longer recoverable;
  • legally required withholding;
  • sanctions or compliance review; or
  • fees or deductions authorized by the Transaction Terms or law.

A Seller payout does not become complete merely because handover has been confirmed. The Transaction remains in a “releasing funds” state until the payout is marked paid. Payout timing is an estimate and may depend on compliance review, financial institutions, payment providers, weekends, holidays, and the accuracy of Seller payout details.

The Seller is responsible for providing accurate payout information and for promptly reporting an incorrect or missing payout.

18. Prohibited Assets and conduct

You may not use Scrowise in connection with:

  • unlawful goods, services, conduct, or proceeds of crime;
  • fraud, impersonation, money laundering, terrorist financing, or sanctions evasion;
  • stolen, hacked, compromised, or unlawfully obtained accounts, credentials, data, or Assets;
  • Assets that infringe intellectual property, privacy, publicity, confidentiality, contractual, or platform rights;
  • weapons, ammunition, explosives, or instructions intended to facilitate violent wrongdoing;
  • controlled substances, illegal drugs, or unlawfully supplied regulated products;
  • pornography, sexual services, sexual exploitation, intimate imagery shared without consent, or any sexual content involving minors;
  • currency exchange, money transmission, or cryptocurrency transfer activity;
  • malware, ransomware, credential theft, phishing, botnets, or harmful code;
  • fake, purchased, manipulated, or deceptively represented traffic, subscribers, reviews, engagement, or performance metrics;
  • transactions designed to conceal the true parties, purpose, price, or source of funds;
  • tax, export-control, sanctions, payment, or platform-rule evasion; or
  • any Asset or transfer prohibited by YouTube or another applicable third-party platform.

You also may not:

  • harass, threaten, exploit, or deceive another person;
  • interfere with the Service or attempt unauthorized access;
  • scrape or copy the Service except as expressly permitted;
  • introduce viruses or harmful code;
  • manipulate Listings, offers, reviews, disputes, or verification systems;
  • submit forged or misleading documents;
  • operate multiple accounts to evade a restriction;
  • transact outside the agreed workflow to avoid fees or safeguards;
  • use another person’s personal information without authority; or
  • assist another person in doing any of the above.

We may determine that an Asset or Transaction is outside our risk tolerance even if it is not specifically listed here.

19. User Content and uploads

You retain ownership of Content you submit, subject to the rights needed to operate the Service.

You grant Scrowise a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, format, transmit, display, review, and otherwise use your Content as reasonably necessary to:

  • operate and improve the Service;
  • publish Listings you choose to make public;
  • administer Transactions;
  • verify identity, ownership, funding, and compliance;
  • prevent fraud and enforce agreements;
  • respond to disputes, legal requests, and support issues; and
  • maintain required records.

This licence continues for as long as reasonably necessary for those purposes, including after Content is removed or an account is closed where retention is legally or operationally required.

You represent that you have all rights and permissions needed to submit the Content and grant this licence. You must not upload malicious files, unnecessary sensitive information, or Content that violates law or another person’s rights.

Scrowise may remove or restrict Content but is not obligated to monitor all Content before publication.

20. Confidentiality between Transaction parties

Transaction participants may receive confidential information about an Asset or another party, including ownership evidence, operational details, revenue information, schedules, access information, and personal information.

You must:

  • use confidential information only to assess, complete, or resolve the Transaction;
  • limit access to people who genuinely need it and are bound to protect it;
  • use reasonable safeguards;
  • avoid public disclosure or competitive misuse; and
  • delete or return it when no longer reasonably needed, subject to legal recordkeeping requirements.

These obligations do not apply to information that is lawfully public, independently developed without use of the confidential information, or lawfully received without a confidentiality duty. Disclosure is also permitted when required by law, provided advance notice is given where legally allowed.

Never place passwords, authentication codes, or sensitive credentials in a public Listing or unsecured message.

21. Scrowise intellectual property

The Service, including its software, interface, branding, designs, text, graphics, and compilation of content, is owned by or licensed to Scrowise and is protected by intellectual property laws.

Subject to these Terms, Scrowise grants you a limited, revocable, non-exclusive, non-transferable right to use the Service for its intended purpose.

No right is granted to:

  • copy, sell, sublicense, or commercially exploit the Service;
  • reverse engineer or bypass technical protections except where the law expressly permits;
  • use Scrowise branding without written permission; or
  • create a competing database or service through automated extraction.

Feedback may be used by Scrowise without restriction or compensation, provided it does not identify you publicly without permission.

22. Third-party platforms and services

Scrowise may interact with third parties such as Google, YouTube, banks, payment providers, identity or communications providers, and email services.

Your use of those services is governed by their own terms and privacy policies. Scrowise does not control and is not responsible for:

  • a third party’s availability, security, or decisions;
  • platform transfer restrictions;
  • account suspension or termination by a third party;
  • changes to APIs, permissions, policies, or functionality;
  • bank and payment-provider delays or reversals; or
  • third-party fees or exchange rates.

Google OAuth access using YouTube read-only permissions may be used to support channel ownership verification. Authorization does not guarantee that a channel is transferable or that a proposed transfer complies with YouTube’s rules.

23. Suspension, refusal, and termination

Scrowise may reject a Listing or Transaction, limit functionality, suspend an account, or terminate access where reasonably necessary because of:

  • an actual or suspected violation of these Terms;
  • fraud, security, sanctions, compliance, or legal risk;
  • incomplete or inconsistent verification;
  • a payment failure, chargeback, or outstanding amount;
  • risk to another user, Scrowise, or a third party;
  • a request from a regulator, court, payment provider, or platform;
  • prolonged inactivity; or
  • discontinuation of part or all of the Service.

Where appropriate and legally permitted, we will provide notice and an opportunity to respond. We may act without advance notice where delay could increase harm or violate law.

Scrowise may preserve evidence, restrict withdrawals or payouts, remove Content, disable communications, prevent new Transactions, or impose conditions on continued use while a review is pending. We are not required to disclose confidential risk controls, information about another user, privileged material, or details that could compromise security, fraud prevention, or a legal investigation.

You may stop using Scrowise and request account closure. Closure does not cancel a funded Transaction or eliminate payment obligations, disputes, liabilities, or record-retention requirements.

Sections that by their nature should survive termination will continue to apply, including provisions concerning fees, confidentiality, intellectual property, disputes, disclaimers, liability, indemnity, and records.

24. Record preservation

Scrowise may preserve account, verification, communication, Transaction, payment, dispute, and compliance records where reasonably required for fraud prevention, legal obligations, tax and accounting, sanctions review, dispute resolution, enforcement, or the establishment and defence of legal claims.

Account closure or Content removal does not require deletion where continued retention is permitted or required by law. Retention is further described in the Privacy Policy.

After receiving notice of a dispute, investigation, chargeback, legal claim, or regulatory inquiry, users must preserve relevant messages, files, account records, access logs, payment records, and device information. Knowingly destroying, altering, or concealing material evidence may result in account action and may be considered in Scrowise’s administrative review.

25. Disclaimers

To the fullest extent permitted by law, the Service is provided on an “as is” and “as available” basis.

Scrowise does not warrant that:

  • the Service will always be uninterrupted, secure, timely, or error-free;
  • every Listing, user, document, payment, or Asset will be verified;
  • a Transaction will complete;
  • an Asset will retain its value, audience, revenue, access, or functionality;
  • a third-party platform will permit or preserve a transfer; or
  • defects or data loss can always be prevented or corrected.

You are responsible for evaluating the Asset, the other party, the Transaction Terms, and any legal, tax, technical, or commercial risk.

To the fullest extent permitted by law, disputes arising solely from the conduct, Content, Asset, promises, or breach of another user are between the affected users. You release Scrowise from claims based solely on another user’s conduct, except to the extent a claim results from Scrowise’s own breach of an express obligation or liability that cannot lawfully be excluded.

This section does not exclude an express commitment in signed Transaction Terms or a warranty that cannot lawfully be excluded.

26. Limitation of liability

To the fullest extent permitted by law, Scrowise and its directors, officers, employees, contractors, affiliates, and service providers will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, opportunity, reputation, goodwill, data, or anticipated savings.

To the fullest extent permitted by law, Scrowise’s aggregate liability arising from or relating to the Service or these Terms will not exceed the greater of:

  • the fees you paid to Scrowise during the 12 months preceding the event giving rise to the claim; and
  • CAD $100.

These limitations apply regardless of the legal theory and even if the possibility of loss was disclosed.

The limitations apply separately to each claim and collectively to all related claims, and they apply to acts or omissions of users, banks, payment providers, identity providers, hosting providers, and third-party platforms that Scrowise does not control. No limitation in these Terms excuses Scrowise from performing an express obligation that remains capable of performance.

They do not apply to liability that cannot lawfully be excluded or limited, including where applicable liability for fraud, wilful misconduct, gross negligence, personal injury, or breach of a non-waivable consumer right. Some jurisdictions do not permit certain exclusions, so portions of this section may not apply to you.

27. Indemnity

To the extent permitted by law, you will indemnify and hold harmless Scrowise and its directors, officers, employees, contractors, and affiliates from third-party claims, losses, liabilities, penalties, and reasonable legal costs arising from:

  • your Content, Listing, Asset, or Transaction;
  • your breach of these Terms or Transaction Terms;
  • your violation of law or third-party rights;
  • your fraud, wilful misconduct, or unauthorized use of the Service; or
  • a tax, ownership, intellectual property, privacy, platform, payment, or contractual claim relating to an Asset you offered, acquired, or transferred.

Scrowise will provide reasonable notice of an indemnified claim and permit you to participate in its defence, subject to Scrowise’s right to protect its interests. This section does not require a consumer to indemnify Scrowise for Scrowise’s own unlawful conduct or where such an obligation is prohibited by law.

28. Force majeure

Scrowise is not responsible for delay or failure caused by events outside its reasonable control, including natural disasters, war, civil disorder, labour disruption, internet or utility failure, cyberattack, government action, sanctions, payment-network disruption, banking failure, platform outage, or failure of a critical service provider.

This section does not excuse payment obligations already due or limit a non-waivable legal right.

30. Changes to the Service or Terms

Scrowise may update the Service and these Terms to reflect new features, legal requirements, security needs, or business practices.

We will post the updated Terms and revise the effective date. We will provide additional notice of material changes where required by law. Continued use after the change takes effect constitutes acceptance where permitted by law.

A change to these general Terms will not retroactively alter already-signed Transaction Terms unless:

  • the affected parties provide any agreement required;
  • the signed Transaction Terms permit the change; or
  • the change is required by law.

If you do not agree to updated Terms, you must stop initiating new activity and may request account closure, subject to the completion or resolution of existing Transactions.

31. Notices and electronic communications

Scrowise may send notices through the Service or to the email address associated with your account. You are responsible for keeping that address current and for reviewing operational messages and Transaction notices.

Unless applicable law requires another method, electronic notices are considered received when displayed in the Service or one business day after being sent to the account email, provided the sender has not received a delivery-failure notice. Transaction status changes visible in an authenticated account may take effect when posted.

Legal notices to Scrowise may be sent to:

Pheromones Inc., doing business as Scrowise
1 King St West
Toronto, Ontario, Canada
Email: [email protected]

32. Assignment

You may not assign these Terms, an account, or a Transaction without Scrowise’s prior written consent.

Scrowise may assign these Terms in connection with a merger, financing, corporate reorganization, sale of assets, or transfer of the Service, provided the assignment does not reduce non-waivable consumer rights.

33. General terms

If a provision is found unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will continue in effect.

Failure to enforce a provision is not a waiver. A waiver must be in writing and applies only to the specific circumstances stated.

These Terms, the Privacy Policy, signed Transaction Terms, and incorporated policies form the entire agreement concerning the Service and replace prior discussions or representations about the same subject.

Headings, summaries, examples, interface labels, and help text are for convenience and do not override the operative language of these Terms or signed Transaction Terms. If any translated version conflicts with the English version, the English version controls to the extent permitted by law.

No person other than the parties has a right to enforce these Terms unless expressly stated.

34. Contact

Questions about these Terms may be sent to:

Pheromones Inc., doing business as Scrowise
1 King St West
Toronto, Ontario, Canada
[email protected]