(866) Org-Sync

Legal Information

Schedule a Demo

Master Subscription Agreement

In this document, 'OrgSync.com' and 'OrgSync' are products owned by OrgSync, Inc. and may be used synonymously with 'OrgSync, Inc.' where appropriate.

BY SIGNING THE ORGSYNC ORDER FORM AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ORGSYNC'S ONLINE SERVICE (THE "SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT USE THE SERVICE.

Welcome

As part of the Service, OrgSync will provide you with use of the Service, including a browser interface, data transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials incorporated by reference herein, including but not limited to OrgSync's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. License Grant & Restrictions

OrgSync hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by OrgSync.

You may not access the Service if you are a direct competitor of OrgSync, except with OrgSync's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

You shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

OrgSync reserves the right to remove material that it deems harmful, obscene or in any way threatening to the safety, security, and enjoyment of its subscribers.

2. Your Responsibilities

You are responsible for all activity occurring under your account and shall abide by all applicable laws and regulations in connection with your use of the Service. You shall: (i) notify OrgSync immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to OrgSync immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and (iii) not impersonate another OrgSync user or provide false identity information to gain access to or use the Service.

3. Account Information and Privacy

Please review our Privacy Notice on OrgSync.com. OrgSync does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not OrgSync, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and OrgSync shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), OrgSync will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. OrgSync reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and OrgSync shall have no obligation to maintain or forward any Customer Data.

4. Intellectual Property Ownership

OrgSync alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the OrgSync Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the OrgSync Technology or the Intellectual Property Rights owned by OrgSync. The OrgSync name, the OrgSync logo, and the product names associated with the Service are trademarks of OrgSync, and no right or license is granted to use them. All content included on this site is protected by United States and International copyright laws. OrgSync, OrgList, OrgStore, OrgBank, OS, OrgSync, Inc. graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of OrgSync, Inc. OrgSync.com's trademarks and trade dress may not be used in connection with any product or service that is not OrgSync.com's, in any manner that is likely to cause confusion among customers or in any manner that disparages or discredits OrgSync, Inc. All other trademarks not owned by OrgSync, Inc. that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by OrgSync, Inc.

5. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all fees the entire subscription Term, whether or not the Service is actively used. You must provide OrgSync with valid credit card or payment by check as a condition to signing up for the Service. The subscription fee for additional licenses will be the then current, generally applicable subscription fee. OrgSync reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. However, OrgSync may not modify its fees and charges for services for which payment has already been rendered. All pricing terms are confidential, and you agree not to disclose them to any third party unless required by law.

6. Billing and Renewal

OrgSync charges and collects in advance for use of the Service. OrgSync will automatically renew and issue an invoice to you each year on the subsequent anniversary for annual subscriptions. OrgSync's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on OrgSync's income.

You agree to provide OrgSync with complete and accurate billing and contact information. This information includes your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact.

If you believe your bill is incorrect, you must contact us in writing (including email) within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

7. Non-Payment and Suspension

In addition to any other rights granted to OrgSync herein, OrgSync reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged during any period of suspension. If you or OrgSync initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that OrgSync may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

8. Termination for Cause

Any breach of your payment obligations or unauthorized use of the OrgSync Technology or Service will be deemed a material breach of this Agreement. OrgSync, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that OrgSync has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

9. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. OrgSync represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online OrgSync help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

10. Mutual Indemnification

You shall indemnify and hold OrgSync, Inc. and its officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you of this Agreement, provided in any such case that OrgSync (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release OrgSync of all liability and such settlement does not affect OrgSync's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

OrgSync shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by OrgSync of its representations or warranties; or (iii) a claim arising from breach of this Agreement by OrgSync; provided that you (a) promptly give written notice of the claim to OrgSync; (b) give OrgSync sole control of the defense and settlement of the claim (provided that OrgSync may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to OrgSync all available information and assistance; and (d) have not compromised or settled such claim. OrgSync shall have no indemnification obligation, and you shall indemnify OrgSync pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

11. Disclaimer of Warranties

ORGSYNC MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ORGSYNC DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ORGSYNC.

12. Internet Delays

ORGSYNC'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ORGSYNC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. Modification to Terms

OrgSync reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You will be notified by email of any such changes. Continued use of the Service after notification shall constitute your consent to such changes. If you do not agree to the changes, you may discontinue the Service and receive a pro-rata refund of the subscription fee.

15. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of OrgSync. Any actual or proposed change in control of you that results or would result in a direct competitor of OrgSync directly or indirectly owning or controlling 50% or more of you shall entitle OrgSync to terminate this Agreement for cause immediately upon written notice.

16. General

This Agreement shall be governed by Texas law. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and OrgSync as a result of this agreement or use of the Service. The failure of OrgSync to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by OrgSync in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and OrgSync and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

17. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use and Order Forms. "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service. "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service. "Effective Date" means the earlier of either the start date as shown on the Order Form or the date you begin using the Service. "Initial Term" means the initial period during which you are obligated to pay for the Service. "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, and derivatives thereof. "Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms specifying additional Services, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail). "OrgSync" means collectively OrgSync, Inc., a Texas corporation, having its principal place of business in Austin, Texas. "OrgSync Technology" means all of OrgSync's proprietary technology (including software, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by OrgSync in providing the Service. "Service(s)" means the online provisioning of OrgSync's Technology as developed, operated, and maintained by OrgSync, accessible via https://OrgSync.com or another designated web site or IP address. "User(s)" means you or your employees, students, or agents who are authorized to use the Service and have been supplied user identifications and passwords by you.