OrgSync 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.

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 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 tortious 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. 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 other product or service.

3. Customer Data Ownership and Privacy

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 of all Customer Data. OrgSync shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data unless due to OrgSync’s negligence.

It is your responsibility to protect your security credentials and API keys. Failure to do so could compromise the privacy and security of Customer Data. Non-institutional entities, service partners, or other persons who you authorize to access the Service through login or API may be exposed to Customer Data. You should ensure that these entities, partners, or persons are covered under appropriate confidentiality agreements with your institution. As a best practice, OrgSync recommends that all customers utilize campus authentication protocols for accessing the Service.

4. 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. 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.

5. 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. 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.

6. 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.

7. 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.

8. Indemnification

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).

9. 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 delays, delivery failures, or other damage resulting from such problems.

10. 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.

11. General

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.

12. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these 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. "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" 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. "OrgSync" means collectively OrgSync, Inc., a Texas corporation, having its principal place of business in Dallas, 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" 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.