SERVICE AGREEMENT

This Service Agreement, along with any Order (defined below) and other documents incorporated by reference (collectively, this “Agreement”) creates a binding agreement between SaaSync, LLC (“SaaSync”) and you, or if you represent an entity or other organization, that entity or organization (in either case, “Customer” or “you”). This Agreement governs Customer’s access to and use of the Platform (defined below) and the Services (defined below) available through the SaaSync website available at https://www.saasync.com/ or other websites operated by SaaSync (each, a “Site”). You represent and warrant that you are entering into this Agreement on behalf of Customer and that you have the authority to bind Customer to this Agreement. The Platform and Services are offered solely for business or professional purposes and not for personal, family, or household use.

PLEASE CAREFULLY READ THIS AGREEMENT. BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT OR AN ORDER, OR BY ACCESSING OR USING THE PLATFORM OR SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, SAASYNC IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM OR SERVICES AND YOU MUST NOT ACCESS OR USE THE PLATFORM OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT.

Any Order is considered an offer and SaaSync is willing to provide the Services to Customer only on condition that Customer accepts all the terms in this Agreement. Any different or additional terms and conditions set forth in any purchase order, confirmation, statement of work, order form or similar ordering document are rejected and shall have no force or effect on the Agreement unless it is an amendment or addendum to the Agreement signed by authorized representatives of both parties.

If Customer and SaaSync have entered into a separately signed agreement governing the Services, that agreement will control to the extent it expressly states that it supersedes or modifies this Agreement. This Agreement does not terminate a separately signed agreement or amendment.

This Agreement is entered into as of the earlier of the date you first accessed the Platform or Services (the “Effective Date”) and will continue until terminated as set forth herein.

  1. DEFINITIONS

    1.1 “Affiliate” means, with respect to a party, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such entity through the ownership of fifty percent (50%) or more of the outstanding voting securities (but only for as long as such entity meets these requirements).

    1.2 “API” means application programming interface.

    1.3 “API Integration” means a connection that enables data to flow between the Platform and a Third Party Service selected or authorized by Customer.

    1.4 “Customer Data” means digital content, data, and information submitted to the Platform by Customer or its Users, retrieved from a Third Party Service authorized by Customer, or generated for Customer through its use of the Services. Customer Data does not include Usage Data that has been aggregated or deidentified in accordance with Section 7.5.

    1.5 “Documentation” means any user materials, instructions, and specifications made available by SaaSync to Customer for the Services as part of the Platform.

    1.6 “Order” means a quotation, proposal, statement of work, or order for Services executed by Customer and SaaSync into which this Agreement is incorporated. An Order includes an online order or subscription selected through a Site.

    1.7 “Platform” means SaaSync’s proprietary integration platform as a service utilized by SaaSync to provide the Services to Customer under this Agreement.

    1.8 “Services” means the services made available through the Platform or described in an Order, including services that connect authorized source and destination systems; retrieve, cache, organize, classify, transform, or synchronize data; provide managed integrations, records, custom integrations, configurations, or sidecar logic; and provide related support or professional services.

    1.9 “Software” means SaaSync proprietary software programs made available by SaaSync as part of the Platform, including any modified, updated, or enhanced versions of such software that may become part of the Software.

    1.10 “Sponsor” means a third party that has agreed with SaaSync to pay some or all Fees for Customer’s use of designated Services.

    1.11 “Third Party Agreement” means a separate agreement between Customer and a third party for Third Party Services to which SaaSync is not a party.

    1.12 “Third Party Services” means the cloud applications, cloud service endpoints, data services, software, and content of third parties to which Customer may access and connect using the Platform.

    1.13 “Usage Data” means telemetry, statistics, and operational information relating to the configuration, performance, security, and use of the Platform and Services.

    1.14 “User” means an employee, contractor, or other member of Customer’s personnel whom Customer authorizes to access or use the Platform or Services on Customer’s behalf.

  2. PLATFORM AND SERVICES

    2.1 Provision of Platform. Subject to this Agreement, SaaSync grants Customer, during the Term, a non-exclusive, non-transferable (except as permitted by Section 11.2), non-sublicensable right to access and use the Platform solely for Customer’s internal business purposes and in accordance with the Documentation. Customer may permit its Users to access and use the Platform on its behalf. Customer is responsible for its Users’ compliance with this Agreement and for their acts and omissions to the same extent as if performed by Customer. Customer shall not permit or encourage any person to use the Platform except as expressly permitted under this Agreement. SaaSync and its licensors reserve all rights not expressly granted to Customer.

    2.2 Provision of Services. Subject to the terms and conditions of this Agreement, SaaSync shall provide the Services to Customer pursuant to any applicable Order and this Agreement. Purchase by Customer of the Services is not contingent on the provision of any future functionality or features, or dependent on any oral or written public comments made by SaaSync regarding future functionality or features.

    2.3 No Service Level Agreement. SaaSync does not provide any service-level commitment, uptime guarantee, support-response commitment, service credit, recovery-time commitment, or similar assurance unless expressly stated in an applicable Order.

    2.4 Third Party Services. The Platform and Services utilize APIs for access and connectivity to Third Party Services. Customer and its Users are responsible for determining which Third Party Services are accessed and connected to by Customer and its Users. SaaSync does not control or own any Third Party Services, and the access to and use of such Third Party Services, including the availability and uptimes related to such Third Party Services, is solely determined by the relevant third parties that control such Third Party Services. SaaSync shall not be liable for any downtime, discontinuation, or any other issues with or caused by the Third Party Services, or any disputes that arise between Customer or its Users and third parties providing Third Party Services. In order to access and use a Third Party Service, the applicable third party may require that Customer or its Users agree to a Third Party Agreement with such third party in order for Customer to access and use the applicable Third Party Service and such third party may require additional consents to allow Customer and its Users to connect the Third Party Service to the Platform. The terms of any Third Party Agreement (which may include payment of additional fees) will apply to the applicable Third Party Services provided under that Third Party Agreement in addition to the terms of this Agreement, but will not apply to any other Services Customer may access through SaaSync. Not all products and services advertised through the Third Party Services may be available for purchase, and Customer’s eligibility for particular products and services is subject to final determination by the applicable third parties.

  3. ACCOUNT

    3.1 Accounts and Users. Access to certain Services requires a customer account (“Account”). Customer may authorize Users to access the Account on Customer’s behalf and may assign permissions to them. Each credential is personal to the User to whom it is issued and may not be shared. Customer is responsible for selecting its Users, managing their permissions, and promptly removing access when it is no longer authorized.

    3.2 Registration Information. Customer will provide accurate, complete, and current Account, organization, billing, and User information and will keep it updated. Customer will not impersonate another person or organization or provide information it is not authorized to provide. SaaSync will process Account and User personal information as described in the applicable Privacy Policy.

    3.3 Account Security and Authority. Customer is responsible for maintaining the confidentiality and security of its credentials and for activity conducted through its Account by Customer and its Users. Customer will promptly notify SaaSync of suspected unauthorized access or compromised credentials. SaaSync may rely on instructions and transactions submitted through the Account unless SaaSync has actual notice that they are unauthorized. The account owner and Users with administrative permissions may manage Users, Third Party Services, billing settings, connections, and other Account decisions on Customer’s behalf.

  4. FEES AND PAYMENT TERMS

    4.1 Fees and Usage Metrics. Customer shall pay the fees displayed when Customer purchases the Services or stated in an applicable Order (“Fees”). Fees may be based on connections, data volume, revenue tiers, features, usage, or other metrics disclosed at the time of purchase, on the applicable pricing page, or in an Order. Where published pricing uses variable tiers, SaaSync may periodically recalculate the applicable tier using the disclosed measurement method, including a rolling average. Fees may automatically increase or decrease beginning with the applicable billing period as Customer’s measured activity moves between published tiers, without advance notice. A tier adjustment under an already-disclosed pricing schedule is not a change to SaaSync’s prices. If Customer exceeds another purchased limit, SaaSync may invoice applicable additional Fees, require an upgrade, or limit excess usage after reasonable notice. Terms in an Order control for Order-specific pricing and usage metrics. Professional services, setup work, and other services not included in published pricing will be charged only as mutually agreed in writing.

    4.2 Taxes and Refunds. Fees exclude taxes, duties, and governmental charges, except taxes imposed on SaaSync’s net income or employment. Customer is responsible for applicable taxes unless it provides a valid exemption certificate. Payments are nonrefundable except as expressly stated in this Agreement or an Order. Payments will be made in United States dollars unless an Order states otherwise.

    4.3 Subscriptions, Trials, and Payment Methods. Subscriptions are monthly unless an annual or other term is displayed at purchase or stated in an Order. A free trial does not require a payment method. If Customer adds a valid payment method during a trial, the trial will convert to a paid Subscription at the price and billing frequency disclosed to Customer when the trial ends unless Customer cancels before conversion. Customer authorizes SaaSync and its payment processor to charge its payment method for recurring Fees and other amounts Customer authorizes under this Agreement. Customer represents that its billing information is accurate and that it is authorized to use the payment method provided.

    4.4 Renewal and Published Price Changes. Each paid Subscription automatically renews for successive periods of the same duration unless Customer cancels before the renewal date or an Order states otherwise. Except for automatic tier adjustments under Section 4.1, SaaSync will provide at least 30 days’ notice before an increase to the published rates or charges affects an existing Subscription. Such an increase will apply no earlier than the next billing period or renewal beginning after that notice period.

    4.5 Cancellation. Customer may cancel a paid connection by removing it from the Platform, may cancel all Subscriptions by deleting its Account, or may request cancellation by emailing support@saasync.com. Removing a connection immediately disables synchronization and initiates deletion of the associated Customer Data under the Data Processing Addendum. Cancellation does not entitle Customer to a refund of prepaid Fees. If Customer prepaid for a fixed Subscription period, Customer may establish a replacement or reconnected connection covered by that Subscription through the end of the then-current period, subject to applicable connection and usage limits. Deleting an Account is irreversible and ends this reconnection right.

    4.6 Payment Terms. Unless an Order states otherwise, invoiced Fees are due within 30 days after receipt. SaaSync may charge interest on past-due amounts at 1.5% per month or the highest rate permitted by law, whichever is lower. If Customer does not pay past-due amounts within 10 business days after written notice, SaaSync may suspend the affected Services until payment. SaaSync may require advance payment or other reasonable payment assurance from a Customer with repeated delinquency.

    4.7 Sponsored Services. A Sponsor may pay some or all Fees for designated Services. Customer remains bound by this Agreement and responsible for its Users, Customer Data, connected systems, and use of the Services. Sponsorship does not make the Sponsor a party to this Agreement, give the Sponsor rights to Customer Data, or give Customer any right to a refund or credit for amounts paid by the Sponsor. A Sponsor may tell SaaSync whether Customer remains eligible for the sponsored Services, including through automated status notifications. If sponsorship ends while Customer remains active, SaaSync may offer Customer the opportunity to continue the Services by paying SaaSync directly. If Customer does not accept, SaaSync may suspend or terminate the affected Services. If SaaSync is notified that Customer has become inactive, the associated Customer Data will enter the inactive-account retention and deletion process described in the Data Processing Addendum. A Sponsor has no access to Customer’s Account, logs, support records, source-system data, or other Customer Data merely because it pays Fees. This Section does not restrict data that Customer directs SaaSync to transmit to a Third Party Service selected by Customer.

  5. TERM AND TERMINATION

    5.1 Term. This Agreement begins on the Effective Date and continues until all Subscriptions have been cancelled or expired, all Orders have expired or been terminated, and neither party has any remaining obligation to provide Services (the “Term”).

    5.2 Termination for Cause. Either party may terminate this Agreement or an Order upon notice if the other party breaches any material provision of this Agreement and does not cure such breach (provided that such breach is capable of cure) within 30 days after being provided with written notice of such breach.

    5.3 Termination for Convenience. SaaSync may terminate this Agreement, an Order, or a Service for convenience upon 90 days’ written notice. If SaaSync terminates a prepaid Service for convenience, SaaSync will refund the unused prorated Fees Customer paid directly to SaaSync for the terminated portion. This refund does not apply to amounts paid by a Sponsor or to termination arising from Customer’s breach, nonpayment, or prohibited use.

    5.4 Suspension. SaaSync may suspend affected Services immediately to the extent reasonably necessary to prevent or address a security threat, compromised credentials, unlawful or abusive activity, risk to the Platform or other customers, a legal requirement, suspension or revocation by a Third Party Service, nonpayment under Section 4.6, or use exceeding applicable technical or contractual limits. SaaSync will provide notice when reasonably practicable and, except in an emergency or where prohibited by law, a reasonable opportunity to cure. SaaSync will use reasonable efforts to restore the affected Services after the condition is resolved.

    5.5 Effect of Termination. Upon the effective date of termination of this Agreement: (a) all amounts owed to SaaSync under this Agreement before such termination will be due and payable in accordance with Section 4, (b) all Subscriptions and Orders will terminate and SaaSync shall cease providing the Platform and Services to Customer, (c) all rights granted in this Agreement, including those rights to access and use the Platform and Services, will cease, and (d) within 30 days after such termination, each party shall return or destroy all Confidential Information of the other party in its possession and shall not make or retain any copies of such Confidential Information, except (i) as required to comply with any applicable legal or accounting record keeping requirement or (ii) that a party may retain Confidential Information in a party’s archived backup files. Notwithstanding the foregoing, Customer Data will be returned, retained, and deleted in accordance with the Data Processing Addendum, which controls with respect to Customer Data. Except as expressly stated in Section 5.3 or an Order, termination does not affect Customer’s obligation to pay Fees accrued or committed for the applicable Subscription or Service term and does not entitle Customer to a refund. Sections 1, 4, 5.5, 6, 7, 8, 9, 10, and 11, and all accrued payment obligations shall survive termination of this Agreement.

  6. CONFIDENTIALITY

    6.1 Definitions. “Confidential Information” means all confidential and proprietary information disclosed by one party (“Discloser”) to the other party (“Recipient”) under this Agreement during the Term. Confidential Information includes information that is marked or identified as confidential and, if not marked or identified as confidential, information that should reasonably have been understood by Recipient to be confidential and proprietary to Discloser or to a third party, whether or not such information is designated as confidential. SaaSync’s Confidential Information includes the Software, the Platform, and the Documentation. Customer’s Confidential Information includes Customer Data.

    6.2 Protection. Recipient shall not use any Confidential Information for any purpose not expressly permitted by this Agreement, and shall not disclose Confidential Information to anyone other than Recipient’s employees, independent contractors, and Users who have a need to know such Confidential Information for purposes of this Agreement and who are subject to written confidentiality obligations no less restrictive than Recipient’s obligations under this Section. Additionally, SaaSync may provide Customer Data to Third Party Services that have been authorized by Customer. Recipient shall protect Confidential Information from unauthorized access and disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.

    6.3 Exceptions. Recipient shall have no confidentiality obligations under Section 6.2 above with respect to any information of Discloser that Recipient can document: (a) was already known to Recipient prior to Discloser’s disclosure; (b) is disclosed to Recipient by a third party who had the right to make such disclosure without violating any confidentiality agreement with or other obligation to the party who disclosed the information; or (c) is, or through no fault of Recipient has become, generally available to the public; or (d) is independently developed by Recipient without access to or use of Confidential Information. Recipient may disclose Confidential Information if required to as part of a judicial process, government investigation, legal proceeding, or other similar process, provided that, to the extent permitted by applicable law, Recipient gives prior written notice of such requirement to Discloser. Recipient shall take reasonable efforts to provide this notice in sufficient time to allow Discloser to seek an appropriate confidentiality agreement, protective order, or modification of any disclosure, and Recipient shall reasonably cooperate in such efforts at the expense of Discloser.

  7. PROPRIETARY RIGHTS

    7.1 Customer. As between the parties, Customer owns all right, title, and interest in Customer Data, including all intellectual property rights therein. Any rights not expressly granted to SaaSync are reserved by Customer, its licensors, and suppliers. Customer grants SaaSync, during the Term and any applicable retention period, a limited, non-exclusive, worldwide license to host, copy, use, transmit, modify, and otherwise process Customer Data solely as necessary to provide, operate, secure, and support the Platform and Services; comply with Customer’s documented instructions; and comply with applicable law. SaaSync may permit its subprocessors and Customer-authorized Third Party Services to exercise these rights only as necessary for those purposes and subject to the Data Processing Addendum where applicable.

    7.2 SaaSync. SaaSync and its third-party licensors own all right, title, and interest, including intellectual property rights, in the Platform, Software, SaaSync databases (excluding Customer Data), Documentation, API Integrations, custom integrations, sidecar logic, connectors, mappings, configurations, workflows, customizations, enhancements, processes, know-how, and reusable components utilized or created in performing this Agreement. Customer retains ownership of Customer Data, materials Customer supplies, and Customer’s preexisting intellectual property. Any rights not expressly granted to Customer are reserved by SaaSync.

    7.3 Restrictions. Except as expressly provided for in the documentation or by the terms of this Agreement, Customer shall not: (a) directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code, trade secrets or know-how in or underlying the Platform or any portion thereof, (b) use the Platform or any APIs accessed through the Platform for any illegal, unauthorized, or otherwise improper purposes; (c) modify or make derivative works of any part of the Platform; (d) access the Platform in order to build a similar or competitive product or service; (e) exceed applicable usage, connection, or technical limits; (f) attempt to circumvent security, access controls, or rate limits; or (g) use the Platform in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Documentation or this Agreement.

    7.4 General Skills and Knowledge. Subject to Section 6, nothing in this Agreement prohibits SaaSync from utilizing any skills or knowledge of a general nature gained or created by SaaSync during the course of providing the Platform or Services, including, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of SaaSync.

    7.5 Usage Data. SaaSync may collect and use Usage Data to provide, secure, support, bill for, analyze, and improve the Platform and Services. SaaSync may create and use aggregated or deidentified Usage Data for analytics, benchmarking, product improvement, and other lawful business purposes. SaaSync will not externally disclose Usage Data in a manner that reasonably identifies Customer, a User, or a Data Subject, and will not attempt to reidentify data that it has deidentified. Customer Personal Data remains subject to the Data Processing Addendum. This Section does not authorize SaaSync to use Customer Data to train a generalized artificial-intelligence model.

    7.6 Data Protection. To the extent that Customer Data contains personal information, SaaSync shall implement and maintain during the Term of this Agreement reasonable and appropriate administrative, technical, and physical security measures to protect Customer Data that are appropriate to the nature of the information, and SaaSync shall comply with the processing terms contained in the SaaSync Data Processing Addendum incorporated by reference into this Agreement, available at saasync.com/data-processing-addendum.

    7.7 Restricted Data. The Platform and Services are not designed to Process, and Customer shall not submit payment-card numbers or security codes, protected health information subject to HIPAA, Social Security or other government identification numbers, biometric data, children's data, or special-category or similarly sensitive personal data unless SaaSync expressly agrees in writing. Customer acknowledges that user-controlled descriptions, webhook payloads, error messages, and support communications may incidentally include such data. Customer is responsible for minimizing such data, ensuring that it is lawfully provided, and notifying SaaSync if special handling is required.

  8. REPRESENTATIONS AND WARRANTIES

    8.1 Performance Warranty. SaaSync warrants that the Platform will perform substantially as described in the associated Documentation when operated in accordance with the Documentation. SaaSync shall use reasonable efforts to correct any reproducible error in the Platform that indicates a breach of the foregoing warranty reported by Customer within 30 days after Customer experiences the error. If SaaSync is unable to correct a properly reported error within 30 days, Customer shall have the right to terminate the portion of this Agreement that applies to the nonconforming portion of the Platform. SaaSync shall have no obligation to undertake any action for any error caused by: (a) Customer or a third party; (b) the quality or integrity of Customer Data; or (c) the combination of the Platform with third party products or materials. Customer’s sole and exclusive remedy and SaaSync’s sole and exclusive obligation for errors in the Platform or nonconformity with this warranty shall be as set forth in this Section 8.1.

    8.2 Representations and Warranties by Customer. Customer represents and warrants that: (a) it will use the Platform and Services only for business or professional purposes; (b) it and its Users will comply with applicable law, this Agreement, and applicable Third Party Agreements; (c) it has obtained all rights, permissions, notices, consents, and lawful bases necessary for SaaSync to process Customer Data as contemplated by this Agreement and the Data Processing Addendum; and (d) Customer Data and Customer’s use of the Services will not infringe, misappropriate, or otherwise violate the rights of any third party.

    8.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 8, THE PLATFORM AND SERVICES ARE PROVIDED SOLELY ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE PLATFORM AND SERVICES IS AT ITS SOLE RISK. SAASYNC, ITS THIRD PARTY LICENSORS, AND ANY THIRD PARTY SERVICE PROVIDERS DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. SAASYNC, ITS THIRD PARTY LICENSORS, AND ANY THIRD PARTY SERVICE PROVIDERS DO NOT WARRANT THAT THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

  9. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL; OR INTERRUPTION OR LOSS OF USE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE ENHANCED-CAP CLAIMS AND EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO SAASYNC FOR CUSTOMER’S USE OF THE AFFECTED SERVICES, WHETHER PAID BY CUSTOMER OR A SPONSOR, DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY (“GENERAL CAP”). EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM ITS BREACH OF SECTION 6, ITS DATA-PROTECTION OR SECURITY OBLIGATIONS, OR A SECURITY INCIDENT CAUSED BY ITS BREACH OF THIS AGREEMENT WILL NOT EXCEED TWO TIMES THE GENERAL CAP (“ENHANCED CAP”). NEITHER CAP LIMITS CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION, WILLFUL MISCONDUCT, OR DELIBERATE INFRINGEMENT OR MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED BY LAW OR LIMITS MANDATORY RIGHTS UNDER THE STANDARD CONTRACTUAL CLAUSES INCORPORATED INTO THE DATA PROCESSING ADDENDUM.

  10. INDEMNIFICATION

    10.1 Claims Against Customer. SaaSync shall defend any claim, suit, or action against Customer brought by a third party to the extent based on an allegation that the Software infringes any intellectual property rights of such third party (“Customer Claim”), and SaaSync shall indemnify and hold Customer harmless, from and against damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and other legal expenses) (collectively, “Losses”) that are specifically attributable to such Customer Claim or those costs and damages agreed to in a settlement of such Customer Claim. The foregoing obligations are conditioned on Customer: (a) promptly notifying SaaSync in writing of such Customer Claim, but late notice shall only relieve SaaSync of its obligation to indemnify to the extent that it has been prejudiced by the delay; (b) giving SaaSync sole control of the defense thereof and any related settlement negotiations; and (c) cooperating and, at SaaSync’s request and expense, assisting in such defense. In the event that the use of the Platform is enjoined, SaaSync shall, at its option and at its own expense either (i) procure for Customer the right to continue using the Platform; (ii) replace the Software with a non-infringing but functionally equivalent product; (iii) modify the Software so it becomes non-infringing; or (iv) terminate this Agreement and refund the Fees Customer paid for Platform access that relates to the period during which Customer was not able to use the Platform. Notwithstanding the foregoing, SaaSync will have no obligation under this Section 10.1 with respect to any infringement claim based upon: (1) any use of the Platform not in accordance with this Agreement; (2) any use of the Platform in combination with products, equipment, software, or data that SaaSync did not supply or approve of if such infringement would have been avoided without the combination with such other products, equipment, software or data; or (3) any modification of the Platform by any person other than SaaSync or its authorized agents or independent contractors. This Section 10.1 states SaaSync’s entire liability and Customer’s sole and exclusive remedy for infringement claims or actions.

    10.2 Claims Against SaaSync. Customer will defend SaaSync against any third-party claim to the extent arising from: (a) Customer Data infringing, misappropriating, or violating a third party’s rights; (b) Customer’s failure to obtain required authority, notices, consents, or lawful bases for Customer Data; (c) Customer’s unlawful or prohibited use of the Platform, Services, Customer Data, or Third Party Services; or (d) Customer’s violation of a Third Party Agreement (each, a “SaaSync Claim”). Customer will indemnify SaaSync against Losses awarded by a court or agreed in a settlement approved by Customer. These obligations are conditioned on SaaSync: (i) promptly notifying Customer in writing, except that late notice relieves Customer only to the extent materially prejudiced; (ii) giving Customer control of the defense and settlement; and (iii) reasonably cooperating at Customer’s expense. Customer may not settle a SaaSync Claim in a manner that admits fault by or imposes a nonmonetary obligation on SaaSync without SaaSync’s written consent. Customer has no obligation under this Section to the extent a SaaSync Claim results from SaaSync’s breach of this Agreement, negligence, willful misconduct, or unauthorized processing of Customer Data.

  11. MISCELLANEOUS PROVISIONS

    11.1 Independent Contractor. SaaSync acknowledges that it is an independent contractor, and neither Customer nor SaaSync is intended to or should be construed to be an agent, partner, joint venture or employee of the other. Neither party has any authority to bind or otherwise obligate the other party in any manner, and neither party may represent to anyone that it has a right to do so.

    11.2 Assignment. Neither party may assign or transfer, by operation of law or otherwise, this Agreement or any of its rights under this Agreement to any third party without the other party’s prior written consent, such consent shall not be unreasonably withheld or delayed; except that a party may assign this Agreement without consent from the other party by operation of law or otherwise to: (a) an Affiliate; or (b) any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Any attempted assignment or transfer in violation of the foregoing will be void. This Agreement does not confer any rights or remedies upon any person or entity not a party hereto.

    11.3 Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder as a result of any event which is beyond the reasonable control of such party (“Force Majeure Event”) provided that the delayed party: (a) gives the other party prompt notice of such Force Majeure Event; and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If SaaSync is unable to provide the Platform or Services for a period of 60 consecutive calendar days as a result of a continuing Force Majeure Event, Customer may terminate this Agreement or any Order without further obligation, penalty, or late fee. Payment obligations may be delayed but not excused due to a Force Majeure Event.

    11.4 Notices. Legal notices to SaaSync must be sent by email to support@saasync.com. Privacy notices may also be sent to privacy email. SaaSync may send notices to Customer’s account-owner, billing-contact, or other designated notice email. SaaSync may provide notices of general applicability, including material contract changes, through the Platform, including by in-product banner, and may also send such notices by email. Notices of breach, termination, or payment default will be sent by email. Email notice is effective when sent unless the sender receives notice that the address is invalid.

    11.5 Feedback. If Customer provides suggestions, ideas, or other feedback regarding the Platform or Services (“Feedback”), Customer grants SaaSync a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, display, perform, and otherwise exploit the Feedback without restriction or obligation to Customer. Feedback does not include Customer Data or Customer’s Confidential Information.

    11.6 Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Colorado without reference to its choice of law rules. The parties hereby submit to the exclusive jurisdiction of, and waive any venue objections against, state or federal courts sitting in Denver, Colorado in any litigation arising out of this Agreement or the Services.

    11.7 Remedies. Except as otherwise expressly provided in this Agreement, the parties’ rights and remedies under this Agreement are cumulative. Each party acknowledges and agrees that any actual or threatened breach of Sections 6 or 7 will constitute immediate, irreparable harm to the non-breaching party for which monetary damages would be an inadequate remedy, that injunctive relief is an appropriate remedy for such breach, and that if granted, the breaching party agrees to waive any bond that would otherwise be required. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other legal expenses, in addition to any other relief it may receive from the non-prevailing party.

    11.8 Compliance with Laws. Each party shall comply with the laws and regulations specifically applicable to that party. Neither party shall export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information in violation of export control laws or regulations of the U.S. Government or of any country within whose jurisdiction Customer operates or does business.

    11.9 No Third Party Beneficiaries. Except with respect to any provision expressly designating a third party as a beneficiary of this Agreement, nothing in this Agreement, express or implied, confers or is intended to confer upon or give to any person or entity, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with this Agreement. The express designation of a third party beneficiary (if any) is limited to only those rights expressly identified by the designation.

    11.10 Waivers. To be effective, any waivers must be in writing and signed by the party granting such waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

    11.11 Severability. If any provision of this Agreement is, for any reason, held to be unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law (unless such modification is not permitted by law, in which case such provision will be disregarded).

    11.12 Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

    11.13 Entire Agreement; Order of Precedence. This Agreement, including applicable Orders, addenda, attachments, and documents incorporated by reference, constitutes the parties’ entire agreement regarding the Services and supersedes prior or contemporaneous proposals and communications on that subject. In a conflict: (a) a separately signed amendment or negotiated agreement controls to the extent it expressly modifies another document; (b) the Data Processing Addendum controls for the processing of Customer Personal Data; (c) an Order controls for pricing, Subscription term, scope, service-specific commitments, and any provision of this Agreement that the Order expressly identifies and modifies; and (d) this Service Agreement controls otherwise. An Order may designate service-specific privacy, data-processing, security, or subprocessor documents. Customer purchase orders and similar documents are administrative only and do not modify this Agreement unless signed by authorized representatives of both parties.

    11.14 Modifications. SaaSync may update this Agreement from time to time. Nonmaterial changes are effective when posted. SaaSync will give Customer at least 30 days’ in-product notice, including by banner, before a material change becomes effective and may also provide notice by email. Material commercial changes will not retroactively change an already-paid fixed Subscription term and will ordinarily apply beginning with a subsequent billing period or renewal. A change required by law or reasonably necessary to address an urgent security or abuse risk may take effect sooner, with notice when practicable. If a material change substantially reduces Customer’s rights or substantially increases Customer’s obligations, Customer may terminate the affected Service by notifying SaaSync before the change takes effect. Separately signed agreements may be modified only as provided in those agreements. The current version is available at saasync.com/service-agreement.

    Last Modified: August 21, 2026