Terms of Service

“API” means application programming interface.

"Customer" means (a) in the case of an individual accepting these Terms on their behalf, such individual, and (b) in the case of an individual accepting these Terms on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting these Terms.

“Customer Data” means any software, data (including Personal Data), text, images, audio, video, photographs, non-RealSynch or Third-Party Applications, and other content and material, in any format, provided by Customer or any of Customer’s Users that is stored in, or run on or through, the RealSynch Platform. Customer Data specifically includes any third-party content that is brought by Customer into the RealSynch Platform by Customer’s use of the RealSynch Platform or any RealSynch-provided tools. Customer Data specifically excludes the RealSynch Platform, RealSynch Technology, RealSynch Data, and other RealSynch products and services, and any and all derivative works thereof.

“Data Protection Laws” means any and all applicable laws, statutes, directives or regulations regarding privacy, data protection, or the processing of Personal Data.

“Documentation” means any documentation, videos and other materials and resources provided by RealSynch to Customer, whether as published to the Site or the RealSynch Platform or by any other tangible or electronic means, containing forth guidelines, instructions, or policies relating to RealSynch’s provision of the Services or use of the RealSynch Platform or Site, including (without limitation) the resources available at https://support.realsynch.com/. Documentation does not include any content published on a third-party site, community, or page.

“Electronic Communications” means any transfer of signs, signals, text, images, sounds, data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the RealSynch Platform.

“Intellectual Property Rights” means any intellectual property rights of any kind arising under the laws of the United States or of any other jurisdiction or provided by international treaties or conventions, including (i) patents, patent applications (including patents issued thereon) and statutory invention registrations, including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof; (ii) all rights in any original works of authorship and/or any part thereof that are within the scope of any applicable copyright law, including all rights of authorship, use, publication, reproduction, distribution, performance, moral rights, and rights of ownership of copyrightable works, and all rights to register and to obtain renewals, extensions, revivals and resuscitations of any such copyright registrations; (iii) trademarks, trade names, service marks, design marks (including any copyrights therein) and other source or brand identifiers, including all goodwill associated therewith, and any and all common law rights, and registrations and applications for registration thereof, and all reissues, extensions and renewals of any of the foregoing; (iv) trade secret and confidential and proprietary information, including trade secrets, confidential processes, compositions, formulas, customer-related information, operational data, processing quality control procedures, research and development studies, engineering information, invention reports, laboratory notebooks, technical reports, research and development archives, pricing information and know-how; (v) database and design rights, including, with respect to any of the foregoing; (vi) any rights arising in respect of domain names, or domain name registrations and reservations.

“Order” means an ordering document or online order that is submitted by Customer and accepted by RealSynch, in any manner provided in these Terms, pursuant to which Customer purchases a Subscription or other Services, and specifying the details of Customer’s Subscription Plan or such other Services, including without limitation the applicable Fees.

“Personal Data” means data relating to an identified or identifiable natural person or data considered to be personal information as defined under Data Protection Laws.

“Privacy Policy” means RealSynch’s Privacy Policy, available at https://www.realsynch.com/privacy-policy/, which is hereby incorporated by reference into these Terms.

“Professional Services” means any training, implementation, consulting, advisory, custom integration or onboarding services that are not included in Customer’s Subscription Plan but are offered by RealSynch in relation to the RealSynch Platform pursuant to an Order and subject to additional Fees.

“RealSynch Data” means any content, information, data or materials displayed, published or otherwise made available by RealSynch through the Services, excluding the Customer Data.

“RealSynch Platform” means, collectively, the RealSynch cloud-based data and application integration platform accessible online at https://www.realsynch.com/ or via any mobile application offered by RealSynch, as described in the applicable Documentation, including associated offline components, and excluding Third-Party Applications, Support Services and Professional Services.

“RealSynch Technology” means any and all Technology that is owned or controlled by RealSynch, and any improvements to or derivatives thereof, whether made by or on behalf of RealSynch or Customer, alone, jointly, or in conjunction with others, including (without limitation) any information, data, or content derived from RealSynch’s monitoring of Customer’s access to or use of the Services, but excluding any Customer Data. Without limitation, RealSynch Technology includes the Site and the RealSynch Platform, all RealSynch APIs, and any custom integrations created by or on behalf of RealSynch for Customer, and any updates, upgrades, extensions, and improvements thereto and any modified versions and derivative works thereof.

“Site” means RealSynch’s website located at https://www.realsynch.com/ and any associated websites linked to such website by or on behalf of RealSynch.

“Subscription” means a paid subscription for access to and use of the RealSynch Platform by a customer, as specified in the applicable Order.

“Subscription Plan” means the particular scope of the rights granted and the features available to Customer under the Subscription and applicable limitations on Customer’s access and usage of the RealSynch Platform, including (without limitation) with respect to applicable limits on the number of Users, API calls, and synchronizations/integrations between source and target applications available during the Subscription Term.

“Support Services” means any technical support, maintenance and onboarding services provided by RealSynch in connection with the RealSynch Platform under Customer’s Subscription, as defined in the applicable Subscription Plan and in accordance with the applicable Order and these Terms, including without limitation Section 2.3.

“Technology” means, collectively, all software, designs, formulae, algorithms, procedures, methods, discoveries, processes, techniques, ideas, know-how, research and development, technical data, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, inventions, improvements, works of authorship in any media, confidential, proprietary or non-public information, and other similar materials, and all recordings, graphs, drawings, reports, analyses and other writings, and other technology, including any tangible embodiments, in any form, of any of the foregoing.

“Third Party Application” means any web-based, mobile, offline or other software functionality that interoperates with the RealSynch Platform and that is provided not by RealSynch but by Customer or a third party.

“Third-Party Services” means any products or services offered and provided by a party other than RealSynch, including (without limitation) Third-Party Applications and third-party websites.

"User" means (a) if Customer is an individual and Customer’s Subscription or other access to the RealSynch Platform is limited to a single user, then Customer; and (b) if Customer is a business entity, then an employee, consultant, contractor, or agent of Customer authorized by Customer to use the RealSynch Platform for Customer's benefit, and for whom a username and password to access the RealSynch Platform has been established.

2.1 Services Generally. Subject to the terms and conditions of these Terms, Customer shall have the non-exclusive, worldwide, limited right to use the RealSynch Platform, Support Services and Professional Services ordered by Customer (collectively, the “Services”) during the applicable period set forth in Customer’s applicable Order, solely for the internal business operations of Customer. Customer may allow its Users to use the Services for this purpose, and Customer is responsible for their compliance with these Terms and Customer’s applicable Order.

2.2 RealSynch batform. Subject to Customer’s payment of the Subscription Fees when due and Customer’s and its Users’ compliance with all terms of the Agreement, during the Subscription Term, RealSynch will (a) make the RealSynch Platform available to Customer pursuant to and in accordance with these Terms and the applicable Orders and Documentation, (b) provide Support Services to Customer at no additional charge, as set forth in Section 2.3, (c) use commercially reasonable efforts to make the RealSynch Platform available online 24 hours a day, 7 days a week, except for: (i) planned downtime (of which RealSynch shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond RealSynch's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving RealSynch employees), Internet service provider failure or delay, Third-Party Services, or denial of service attack, and (d) provide the RealSynch Platform in accordance with laws and government regulations applicable to RealSynch's provision of the RealSynch Platform to its customers generally (i.e., without regard for Customer's particular use of the RealSynch Platform).

2.3 Support Services. RealSynch will provide Support Services in connection with a paid Subscription only, in accordance with the Subscription Plan, and as set forth in the applicable documentation. Technical Support is available Monday through Friday, excluding locally observed holidays, from 7:00 am to 7:00 pm CST/CDT (the “Support Hours”). Customer may initiate a request for technical support by calling (+1)424-207-1383 during the Support Hours or at any time by sending an e-mail to support support@realsynch.com or by using the chat feature provided via the Site or Application. During the Subscription Term, RealSynch will use commercially reasonable efforts to respond to Customer requests for assistance with any technical issues encountered when accessing or using the RealSynch Platform and to remedy such issues. Customer acknowledges, however, that RealSynch has no obligation to provide Support Services respect to any such inquiry or request that relates to any subject matter other than unavailability of the RealSynch Platform, errors in functionality of the RealSynch Platform, or other purely technical issues.

2.4 Professional Services. RealSynch may, from time to time, offer Consulting Services for purchase by Customer. Professional Services will be ordered pursuant to an Order setting forth a description of the Professional Services ordered thereby, the applicable Fees, and any other terms and conditions applicable to such Professional Services. Customer understands that Professional Services are not included in Customer’s Subscription and are subject to additional Fees. RealSynch hereby warrants to Customer that the Professional Services will be provided in a good and workmanlike manner.

3.1 Account Setup. To access and use the Application, Customer must first register and set up a customer account (the “Customer Account”). Management of the Customer Account will be designated to one or more individuals appointed by Customer as administrator of the Customer Account (the “Account Admin”).

3.2 Account Information. Customer hereby represents that any and all information provided to RealSynch by or on behalf of Customer in connection with the Customer Account (the “Account Information”) is accurate, complete and up to date, and will at all times be maintained as such. Customer may at any time change, correct or remove any Account Information as set forth in the Documentation or as by any other method noticed by RealSynch at any time.

3.3 Users; Passwords; Access; Notification. Customer will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Customer Data, and all other data of any kind contained within emails or otherwise entered electronically through the RealSynch Platform or under Customer’s account. RealSynch will act as though any Electronic Communications it receives under Customer’s passwords, user name, and/or account number will have been sent by Customer.

3.4 Account Security. Customer is exclusively responsible for maintaining the confidentiality of the all usernames, passwords, authentication keys, and other login or security credentials of Customer and its Users that enable access to and use of the RealSynch Platform (collectively, the “Account Credentials”). Customer is further responsible for all activities of Users that occur within any part of the RealSynch Platform when accessed using the Account Credentials. Customer will not share, let others access or use, or do anything else that might jeopardize the security of the Account Credentials. In the event that any part of the Account Credentials is lost or stolen or Customer becomes aware of any unauthorized access to or use of the Account Credentials, or of any other breach of security in relation to the RealSynch Platform, Customer agrees to notify RealSynch immediately.

3.5 Electronic Communications. Customer is exclusively responsible for all Electronic Communications, including those containing Account Information, Account Credentials, Customer Data, Customer business information, Billing Account or other financial information, or any other data of any kind contained within e-mails or otherwise entered electronically by Customer or any of its Users through the RealSynch Platform or under the Customer Account. RealSynch will act as though any Electronic Communications it receives under Customer’s passwords, user name, or account number will have been sent by Customer.

3.6 Transmission of Data. Customer understands that the technical processing and transmission of Customer’s Electronic Communications is fundamentally necessary to use of the RealSynch Platform. Customer is responsible for securing DSL, cable or another high-speed Internet connection and up-to-date “browser” software in order to utilize the RealSynch Platform. Customer expressly consents to RealSynch’s interception and storage of Electronic Communications and Customer Data as needed to provide the Services hereunder, and Customer acknowledges and understands that Customer’s Electronic Communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by RealSynch. Customer further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone or other electronic means. RealSynch is not responsible for any Electronic Communications or Customer Data that are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and operated by RealSynch, including, but not limited to, the Internet and Customer’s local network.

4.1 Subscription Orders. Once Customer has registered for a Customer Account, Customer may purchase a Subscription by submitting an Order. RealSynch may accept or reject Orders in its sole discretion. An Order will be deemed accepted by RealSynch when an authentication key is sent to the e-mail address associated with the Customer Account. RealSynch is not required to activate any Subscription until Customer has provided all information RealSynch may require in order to process Customer’s Order and provision access to the RealSynch Platform.

4.2 Subscription Plan. The scope of Customer’s Subscription Plan will be as specified in the Order. During the Subscription Term, Customer will have the option of adding features or increasing limits available under the Subscription Plan, subject to additional Subscription Fees based upon RealSynch’s generally applicable pricing in effect at the time such modification is made, prorated for the portion of that Subscription Term remaining at the time such change is made.

4.3 Subscription Term. Customer’s Subscription will commence on the date that Customer receives an authentication key enabling access the RealSynch Platform and, unless cancelled by Customer in accordance with Section 4.5 or terminated by Customer in accordance with Section 11.1(a) or by RealSynch in accordance with Section 11.1(b), will continue for one (1) year or such other term as may be specified in the Order (the “Subscription Term”).

4.4 Auto-Renewal. UNLESS CUSTOMER CANCELS THE SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE SUBSCRIPTION TERM, THE SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR AN ADDITIONAL PERIOD EQUAL TO THE EXPIRING SUBSCRIPTION TERM, ON THE SAME SUBSCRIPTION PLAN (OR, IF NO LONGER AVAILABLE, A SUCCESSOR PLAN). All renewals are subject to RealSynch’s then-current Fees applicable to Subscriptions.

4.5 Cancellation or Downgrade by Customer. If Customer has chosen to pay the Subscription Fees on a monthly basis, as set forth in the Order, Customer may cancel the Subscription or downgrade the current Subscription Plan by providing sixty (60) days’ advance written notice, and such cancellation or downgrade (as applicable) will take effect on the first (1st) day of the month following expiration of such sixty-(60)-day period. However, if Customer has chosen to pay the Subscription Fees annually, as set forth in the Order, Customer understands that any cancellation of the Subscription or downgrade of the Subscription Plan will not take effect until expiration of the then-current Subscription Term. Any downgrade of a Subscription Plan will be deemed a cancellation of the previous Subscription Plan. Customer is responsible for payment of all applicable Subscription Fees up to the effective date of cancellation. Customer understands that revocation or suspension of any Payment Method linked to Customer’s Billing Account shall not constitute Customer’s notice of cancellation. Customer may provide notice of cancellation or downgrade (as applicable), as set forth in this Section 4.5 by sending an e-mail to support@realsynch.com, within the account management settings when logged into the Customer Account, or by any other method provided by RealSynch as set out in the Documentation.

4.6 Right of Suspension. Right of Suspension. In addition to the suspension rights in Section 7.8, RealSynch reserves the right to suspend Customer’s or any User’s access to the RealSynch Platform and/or the performance of Professional Services and/or Support Services, without incurring any liability to Customer or any User, in the event of (a) Customer’s violation of its obligations under Section 6; (b) RealSynch’s determination that the security or proper functioning of the RealSynch Platform may be compromised due to hacking, denial of service attacks or other activities constituting or having the potential to constitute a Security Incident; (c) RealSynch’s receipt of a credible legal notice that Customer does not possess requisite rights to access and/or use any Customer Data or any Third-Party Application or Third-Party Service then in use by Customer or any User in connection with the RealSynch Platform; or (d) if RealSynch’s determination that Customer’s continued use of the RealSynch Platform may result in material harm to RealSynch, Customer or RealSynch’s other customers. To the extent reasonably practicable given the nature of the issue giving rise to a suspension, RealSynch will promptly notify Customer of such suspension in writing. RealSynch shall use diligent efforts to the extent reasonably practicable to limit the suspension only to the affected portions of the RealSynch Platform and will reinstate such access as promptly as possible after verifying the issue giving rise to the suspension has been satisfactorily resolved.

4.7 Modification or Discontinuation of the RealSynch Platform. RealSynch reserves the right to at any time modify, discontinue, and restrict, temporarily or permanently, all or any part of the RealSynch Platform at its sole discretion. Neither RealSynch nor its suppliers will be liable to Customer or any User or to any third party for any modification, discontinuance, or restriction of the RealSynch Platform. If RealSynch ceases to provide the RealSynch Platform, RealSynch shall, at its sole discretion and as Customer’s exclusive remedy, (a) permit Customer to continue to use the RealSynch Platform until the end of the Subscription Term; or (b) terminate Customer’s right to use the RealSynch Platform before the end of the Subscription Term, in which case RealSynch will refund Customer any prepaid Subscription Fees applicable to the remaining portion of the terminated Subscription Term.

5.1 Trial Service. If Customer registers on RealSynch's website for a free trial to use the RealSynch Platform, RealSynch will make the RealSynch Platform available to Customer on a trial basis free of charge (a “Trial Service”) until the earlier of (a) the end of the period for which Customer registered to use the Trial Service, (b) the start date of any Subscription ordered by Customer, and (c) termination of the Trial Service by RealSynch, in its sole discretion. Customer understands that Customer’s use of the Trial Service may be subject to additional terms and conditions made available on the free trial registration page, or via the RealSynch Platform or on the Site, or as may be otherwise communicated to Customer by RealSynch in connection with the Trial Service, and any such additional terms and conditions are incorporated into these Terms by reference and are legally binding upon Customer.

5.2 Beta Service. From time to time, RealSynch may invite Customer to try, at no charge, RealSynch products, services or functionalities, whether related to the RealSynch Platform or otherwise, that are not generally available to RealySynch’s customers and that are clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or similar description (a “Beta Service”). Any Beta Service offered by RealSynch. Customer may accept or decline any Beta Service in its sole discretion. RealSynch does not promise or represent that any Beta Service will ever be made generally available.

5.3 Restrictions and Limitations. If Customer chooses to use a Trial Service or Beta Service, Customer acknowledges and agrees that the Trial Service or Beta Service, as applicable, (a) is not considered part of the RealSynch Platform hereunder; (b) is intended for evaluation purposes only and is not intended for production use; (c) may contain bugs and errors and may produce unintended results; (d) is provided “AS-IS” and “AS-AVAILABLE” without any representations, promises, or warranties (whether express or implied) whatsoever, including (without limitation) warranties related functionality, merchantability, quality, availability, or suitability; (e) is provided without any obligation on the part of RealSynch to provide technical or other support services in connection therewith; (f) may be discontinued by RealSynch at any time in RealSynch’s sole discretion and without prior notice to Customer; and (g) may be subject to additional terms and conditions made available via the Service or on the Site or as may be otherwise communicated to Customer by RealSynch in connection with the Beta Service, and any such additional terms and conditions are incorporated into these Terms by reference and are legally binding upon Customer. Customer understands and agrees that the restrictions and limitations set forth in Section 6 as applicable to the RealSynch Platform also apply, to the fullest extent permitted and applicable, to Trial Services and Beta Services.

5.4 Disclaimer; Assumption of Risk. REALSYNCH AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF A TRIAL SERVICE OR BETA SERVICE WILL MEET CUSTOMER'S REQUIREMENTS; (B) CUSTOMER'S USE OF THE TRIAL SERVICE OR BETA SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; OR (C) ANY USAGE DATA PROVIDED IN CONNECTION WITH CUSTOMER’S USE OF A TRIAL SERVICE OR BETA SERVICE WILL BE ACCURATE, AND REALSYNCH HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES AND ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES REALSYNCH FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY TRIAL SERVICE OR BETA SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 15 (LIMITATION OF LIABILITY), CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO REALSYNCH FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE A TRIAL SERVICE OR BETA SERVICE OR ANY BREACH OF THESE TERMS BY CUSTOMER IN CONNECTION THEREWITH, OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER.

5.5 No Data Retention. ANY CUSTOMER DATA ENTERED INTO THE TRIAL SERVICE OR BETA SERVICES MAY BE PERMANENTLY LOST UNLESS CUSTOMER: (A) PURCHASES A SUBSCRIPTION TO THE REALSYNCH PLATFORM COVERED BY THE TRIAL SERVICES; (B) PURCHASES UPGRADED SERVICES, OR (C) EXPORTS SUCH DATA PRIOR TO TERMINATION OF THE TRIAL SERVICE OR BETA SERVICE, AS APPLICABLE.

5.6 Limitation of Liability. NOTWITHSTANDING REALSYNCH’S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 14.1, REALSYNCH SHALL HAVE NO INDEMNIFICATION OBLIGATIONS AND NO LIABILITY OF ANY TYPE WITH RESPECT TO TRIAL SERVICES OR BETA SERVICES, UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE REALSYNCH’S LIABILITY WITH RESPECT TO THE REALSYNCH PLATFORM AS PROVIDED DURING THE FREE TRIAL OR WITH RESPECT TO A BETA SERVICE (AS APPLICABLE) SHALL NOT EXCEED FIVE HUNDRED DOLLARS ($500). IF CUSTOMER DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DISCONTINUE THE USE OF THE TRIAL SERVICE OR BETA SERVICE, AS APPLICABLE.

6.1 Usage Limits. Customer’s use of the RealSynch Platform is subject to the usage limits specified in applicable Orders and Documentation. If Customer exceeds any contractual usage limit provided therein, RealSynch may work with Customer to seek to reduce Customer's usage so that it conforms to that limit. If, notwithstanding RealSynch's efforts, Customer is unable or unwilling to abide by any applicable contractual usage limit, Customer will modify the Subscription Plan promptly upon RealSynch's request, subject to an applicable increase in the Subscription Fees, and will pay the additional Subscription Fees applicable to such excess usage, in accordance with Section 7 below.

6.2 Customer Responsibilities. Customer will, at all times:
(a)be responsible for its Users' compliance with these Terms, the terms of all applicable Orders, and the Documentation;
(b)be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer's use of Customer Data within the RealSynch Platform, and the interoperation of any Third-Party Applications with which Customer uses the RealSynch Platform;
(c)use commercially reasonable efforts to prevent unauthorized access to or use of the RealSynch Platform, and notify RealSynch promptly of any such unauthorized access or use;
(d)use the RealSynch Platform only in accordance with these Terms, the terms of the Order, the Documentation, and all applicable laws and government regulations, including (without limitation) applicable Data Protection Laws;
(e)comply with terms of RealSynch Platform of any Third-Party Applications with which Customer uses the RealSynch Platform; and
(f)if Customer becomes aware of any actual, threatened or suspected activity of a User that is or would be in violation of any provision of the Agreement, immediately (i) notify RealSynch of such activity, and (ii) take all reasonable and lawful measures within its control that may be necessary to stop such activity and to mitigate its effects.

6.3 Restrictions on Use. Customer will not, and will not permit any User or third party to, use the RealSynch Platform or any RealSynch Data for any purpose beyond the scope of rights granted to Customer under the Agreement. Without limiting the generality of the foregoing, except as may be expressly permitted by the Agreement, Customer will not, and will not permit any User or third party to, directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of any part of the RealSynch Platform; (b) copy, modify, translate or create derivative works of the RealSynch Platform or any RealSynch Data or any part, feature, function or user interface thereof; (c) frame or mirror any part of any RealSynch Platform or RealSynch Data, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation; (d) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available to third parties the RealSynch Platform or any RealSynch Data; (e) copy RealSynch Data other than as expressly permitted under the Agreement; (f) use the RealSynch Platform for timesharing purposes or otherwise for the benefit of any party other than Customer; (g) remove any proprietary notices from any RealSynch Data; (h) interfere with or disrupt the integrity or performance of the RealSynch Platform or any RealSynch Data contained therein; (i) introduce any open-source software into the RealSynch Platform; (j) attempt to gain unauthorized access to the RealSynch Platform or RealSynch Data or RealSynch’s related systems or networks, including the hosting environment; (k) use the RealSynch Platform or any Third-Party Service to store or transmit libelous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party Intellectual Property Rights or privacy rights; (l) use the RealSynch Platform or any Third-Party Service to store or transmit any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.; (m) use the RealSynch Platform permit direct or indirect access to or use of the RealSynch Platform or RealSynch Data in a way that circumvents a contractual usage limit; (n) use the RealSynch Platform to access, copy or use any RealSynch Technology other than as expressly permitted under the Agreement; (o) except to the extent permitted by applicable law, disassemble, reverse engineer, decompile or otherwise use the RealSynch Platform or any RealSynch Data or access it to (i) build a competitive product or service, (ii) build a product or service using similar ideas, features, functions or graphics of the RealSynch Platform, (iii) copy any ideas, features, functions or graphics of the RealSynch Platform, or (iv) determine whether the RealSynch Platform is within the scope of any patent, or for any other purpose that might be to RealSynch’s detriment or commercial disadvantage; or (p) attempt to do any of the foregoing.

6.4 Prohibited Content. Customer acknowledges that the RealSynch Platform is not designed with security and access management for processing the following categories of information (“Prohibited Content”): (a) Personal Data that imposes specific data security obligations on the processor of such data, including any “nonpublic personal information” as defined under the Gramm-Leach-Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, and other similar information, however described, as defined under applicable law; (b) data that is classified and/or used on the United States Munitions list, including software and technical data; (c) articles, services, and related technical data designated as defense articles or defense services; and (d) ITAR (International Traffic in Arms Regulations) related data. Customer will not, and will not permit any User or other person or entity to RealSynch provide any Prohibited Content to RealSynch, whether directly or via the RealSynch Platform. Customer is solely responsible for reviewing all Customer Data for inclusion of, and will ensure that no Customer Data constitutes or contains, any Prohibited Content.

6.5 Use of The RealSynch Platform to Send Communications. Customer acknowledges that (a) Customer is exclusively responsible for, and controls the timing, content, and distribution of, any telephonic or electronic communications made or initiated to any person or entity in connection with Customer’s or any User’s use of the RealSynch Platform; and (b) any such communications are made or initiated only as a result of Customer’s actions. Customer further warrants that all telephonic or electronic communications made or initiated in connection with Customer’s or any User’s use of the RealSynch Platform will comply with all applicable foreign and U.S. federal or state laws and regulations, including without limitation the Telephone Consumer Protection Act.

7.1 Fees. Customer agrees to pay RealSynch the Subscription Fees specified in Customer’s Order and any additional fees applicable to Professional Services purchased pursuant to an Order (the “Fees”) in accordance with this Section 7. Except as expressly set forth in these Terms, Customer’s payment obligations hereunder are non-cancelable, and all Fees paid hereunder are non-refundable. Except as otherwise expressly stated herein or in an applicable Order, the Subscription Fees are based upon the Subscription Plan purchased and not actual usage.

7.1 Billing; Invoicing.(a) Subscription Fees. Customer will pay the Subscription Fees on a monthly or annual basis or other applicable billing period, as specified in the Order (as applicable, the “Billing Period”). Payments are due in advance on the first (1st) day of each Billing Period. RealSynch will have no obligation to provide access to the RealSynch Platform until the Subscription Fees for the applicable Billing Period have been received in full. Customer agrees, however, that RealSynch may accumulate charges incurred and submit them as one or more aggregate charges at any time during a Billing Period. When Customer signs up for a Subscription, Customer must create a payment account linked to the Customer Account (the "Billing Account") and must link a chosen payment method (accepted methods of payment will be provided in the Order process) (“Payment Method”) to the Billing Account. Customer agrees to provide current, complete and accurate information for the Billing Account. Customer further agrees to promptly update any such information as necessary to keep the Billing Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date), and to promptly notify RealSynch if the Payment Method is canceled (e.g., for loss or theft) or if Customer becomes aware of a potential breach of security, such as the unauthorized disclosure or use of the Account Credentials. Changes to such information can be made in the Customer Account settings. IF CUSTOMER FAILS TO PROVIDE ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT WE MAY NONETHELESS CONTINUE CHARGING THE BILLING ACCOUNT FOR ANY USE OF THE REALSYNCH PLATFORM UNTIL THE SUBSCRIPTION HAS BEEN TERMINATED IN ACCORDANCE WITH THESE TERMS. Services Fees. Fees for Professional Services will be paid as specified in the applicable Order, or if no payment terms are specified therein, RealSynch will invoice Customer for such Fees and Customer will pay RealSynch such Fees within fourteen (14) calendar days after the date of such invoice or as otherwise set forth in the applicable Order.

7.2 Billing; Invoicing. Subscription Fees. Customer will pay the Subscription Fees on a monthly or annual basis or other applicable billing period, as specified in the Order (as applicable, the “Billing Period”). Payments are due in advance on the first (1st) day of each Billing Period. RealSynch will have no obligation to provide access to the RealSynch Platform until the Subscription Fees for the applicable Billing Period have been received in full. Customer agrees, however, that RealSynch may accumulate charges incurred and submit them as one or more aggregate charges at any time during a Billing Period. When Customer signs up for a Subscription, Customer must create a payment account linked to the Customer Account (the "Billing Account") and must link a chosen payment method (accepted methods of payment will be provided in the Order process) (“Payment Method”) to the Billing Account. Customer agrees to provide current, complete and accurate information for the Billing Account. Customer further agrees to promptly update any such information as necessary to keep the Billing Account current, complete and accurate (such as a change in billing address, credit card number or credit card expiration date), and to promptly notify RealSynch if the Payment Method is canceled (e.g., for loss or theft) or if Customer becomes aware of a potential breach of security, such as the unauthorized disclosure or use of the Account Credentials. Changes to such information can be made in the Customer Account settings. IF CUSTOMER FAILS TO PROVIDE ANY OF THE FOREGOING INFORMATION, CUSTOMER AGREES THAT WE MAY NONETHELESS CONTINUE CHARGING THE BILLING ACCOUNT FOR ANY USE OF THE REALSYNCH PLATFORM UNTIL THE SUBSCRIPTION HAS BEEN TERMINATED IN ACCORDANCE WITH THESE TERMS. Services Fees. Fees for Professional Services will be paid as specified in the applicable Order, or if no payment terms are specified therein, RealSynch will invoice Customer for such Fees and Customer will pay RealSynch such Fees within fourteen (14) calendar days after the date of such invoice or as otherwise set forth in the applicable Order.

7.3 Third-Party Payment Processing. RealSynch uses a third-party payment processor (the "Payment Processor") to process Customer’s payments of Fees for use of the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Terms. Currently, RealSynch uses Stripe, Inc. and its affiliates (collectively, “Stripe”) as the Payment Processor. Customer can access the applicable Stripe Terms of Service at https://stripe.com/legal/link-account-terms and their Privacy Policy at https://stripe.com/us/privacy. RealSynch is not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use the Services, Customer authorizes RealSynch, through the Payment Processor, to charge the Payment Method for the Fees and applicable taxes and any other amounts due under these Terms, in accordance with this Section 7. RealSynch reserves the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

7.4 Change in Amount Authorized. If the amount to be charged to the Billing Account varies from the amount Customer has preauthorized (other than due to the imposition or change in the amount of state sales taxes), Customer has the right to receive, and RealSynch shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction.

7.5 Automatic Recurring Payments. By purchasing a Subscription, Customer agrees to pay the Subscription Fees on a recurring basis at the start of each Billing Period, and Customer accepts responsibility for and agrees to pay all such recurring charges incurred up to the effective date of termination of the Subscription. Payments will be processed on the first (1st) day of each Billing Period. CUSTOMER HEREBY AUTHORIZES REALSYNCH, THROUGH THE PAYMENT PROCESSOR, TO CHARGE THE SUBSCRIPTION FEES TO CUSTOMER’S PAYMENT METHOD ON A PERIODIC BASIS (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM CUSTOMER, UNTIL CUSTOMER HAS PROVIDED PRIOR NOTICE, THE RECEIPT OF WHICH HAS BEEN CONFIRMED BY US, THAT CUSTOMER HAS TERMINATED THE CONTINUING AUTHORIZATION OR WISHES TO CHANGE THE PAYMENT METHOD. ANY SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.

7.6 Reaffirmation of Authorization. Customer’s or any User’s continued use of the Services reaffirms that RealSynch is authorized to continue to charge, through the Payment Processor, the Fees to Customer’s Payment Method as provided in these Terms. This does not waive our right to seek payment directly from Customer. Customer’s Fees may be payable in advance, in arrears, per usage, or as otherwise described when Customer initially signed up for a Subscription or ordered Services.

7.7 Late, Declined or Returned Payments. If Customer fails to pay when due any amounts owed to RealSynch hereunder, or if Customer’s Payment Method is declined for any reason when attempted to be processed or any payments made are returned by Customer’s payment provider, then without limiting RealSynch’s other rights and remedies, RealSynch may, in its sole discretion, charge interest on the past due amount at the rate of one and one half percent (1.5%) per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. Customer will reimburse RealSynch for all reasonable costs incurred by RealSynch in collecting on late payments or interest, including reasonable attorneys’ fees, court costs, and collection agency fees and any charges incurred by RealSynch as a result of Customer’s returned payment.

7.8 Acceleration of Payments; Suspension of Service. If any amounts owing by Customer hereunder is overdue by ten (10) days or more, RealSynch may, in its sole discretion and without limiting its other rights and remedies, accelerate Customer's unpaid Fee obligations hereunder so that all such obligations become immediately due and payable, and suspend Customer’s and all Users’ access to the RealSynch Platform until such amounts are paid in full. Suspension of Service for Non-Payment.

7.9 NO REFUNDS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE SUBSCRIPTION FEES ARE PREPAID AND NON-REFUNDABLE (EXCEPT WHERE REQUIRED BY LAW), AND REALSYNCH DOES NOT PROVIDE REFUNDS FOR ANY PARTIAL BILLING PERIODS.

7.10 Taxes. The Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If RealSynch has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, RealSynch will invoice Customer and Customer will pay that amount unless Customer provides RealSynch with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, RealSynch is solely responsible for taxes assessable against it based on its income, property and employees.

8.1 Use of Third-Party Services. RealSynch or third parties may utilize as part of the Services or otherwise make available to Customer certain Third-Party Services. Any acquisition or use by Customer of Third-Party Services, and any exchange of data or content between Customer and a Third-Party Service, is a transaction between solely Customer and the third-party provider of such Third-Party Services. RealSynch does not warrant or support any particular Third-Party Service unless expressly provided otherwise in an applicable Order. Customer’s and its User’s use of any Third-Party Services is subject to additional terms and conditions, privacy policies, or other agreements with such third party, and Customer or its Users may be required to authenticate or create separate accounts to use Third-Party Services on the websites or via the technology platforms of the respective providers of such Third-Party Services. RealSynch has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or the privacy practices of any provider of Third-Party Services. RealSynch encourages Customer and its Users to review the terms and conditions and privacy policies of the third parties providing Third-Party Services prior to using such services. Customer, and not RealSynch, will be responsible for any and all costs and charges associated with the use of any Third-Party Services by Customer or its Users. RealSynch enables access to these Third-Party Services via the RealSynch Platform merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings that Customer or any User has with third parties while using the RealSynch Platform are between Customer or such User and the applicable third party. RealSynch will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. Furthermore, RealSynch is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Third-Party Service or its provider.

8.2 Linking to Third-Party Services. Customer acknowledges and agrees that (a) Account Information and Usage Data regarding Customer’s and its Users’ use of a Third-Party Service integration through the Customer Account may be shared with that Third-Party Service; and (b) pursuant to Customer’s configuration and use of the RealSynch Platform, Customer Data will be transmitted to and from the Customer Account to one or more Third-Party Services that Customer has linked to the Customer Account. RealSynch may also share Customer Data with a specific Third-Party Service that Customer has linked to the Customer Account in order to prevent or resolve service, security, support, or technical issues related to that Third-Party Service.

8.3 Integration with Third-Party Applications. The RealSynch Platform may contain certain features designed to interoperate with Third-Party Applications. RealSynch cannot guarantee the continued availability of such RealSynch Platform features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding RealSynch Platform features in a manner acceptable to RealSynch.

9.1 Customer Data.
(a) RealSynch’s Use of Customer Data. Customer acknowledges and agrees that, in connection with the provision of the Services, RealSynch may store and maintain Customer Data for a period of time consistent with the Privacy Policy and RealSynch’s standard business processes for the Services. Customer hereby grants to RealSynch a non-exclusive, limited, revocable and royalty-free license to process Customer Data on Customer’s behalf as necessary for Jitterbit to (i) provide the RealSynch Platform to Customer, (ii) perform Support Services and Professional Services for Customer, and (iii) to support, debug, and improve the RealSynch Platform. The foregoing right and license shall terminate upon the earlier to occur of (A) completion of the Support Service or Professional Service, if Customer Data is processed in connection with the same; (B) expiration or termination of the Subscription Term, and (C) expiration or termination of the Agreement.
(b) Customer Responsibility for Customer Data. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for obtaining all rights related to Customer Data required by RealSynch to perform the Services. Nothing in the Agreement requires RealSynch to verify, authenticate, monitor, police or remove any Customer Data from its systems.
(c) Data Backups. The RealSynch Platform does not replace the need for Customer to maintain regular data backups or redundant data archives of the Customer Data. RealSynch will have no obligation to store, backup, archive or otherwise maintain any Customer Data. Following expiration or termination of the Agreement or a Customer Account, if applicable, RealSynch may deactivate the Customer Account and delete any Customer Data stored therein. RealSynch hereby disclaims any and all liability to Customer or any third party for any LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.
(d) Derived Data. Customer agrees that RealSynch may derive de-identified data sets from the Customer Data ("Derived Data") and may use such Derived Data to operate, enhance, improve, and develop RealSynch products or services, including through model training, consistent with RealSynch’s Privacy Policy.

9.2 Usage Data. Customer, on behalf of itself and its Users, hereby authorizes RealSynch and its providers of Third-Party Services to collect, analyze and otherwise use analytics data, including metadata, relating to the provision, use, and performance of various aspects of the RealSynch Platform, API and Third-Party Services integrations, and related systems and technologies, including information concerning Customer’s and its Users’ use of the various features and functionality of the RealSynch Platform and analytics derived therefrom, and configuration data, including field mapping/naming, actions, steps, and structures of products and functionalities (collectively, “Usage Data”) to operate, enhance, improve, and develop the RealSynch Platform and other RealSynch products and services, including through model training, and otherwise in connection with RealSynch’s business, and for any other purpose in accordance with Data Protection Laws and RealSynch’s Privacy Policy.

9.3 Feedback. Customer or any User may send or transmit to RealSynch, whether by mail, e-mail, telephone, via the RealSynch Platform or otherwise, any communications or materials, including but not limited to any comments, questions, suggestions, or the like, suggesting or recommending changes or improvements to the RealSynch Platform or any part thereof, or to any other RealSynch Technology, including without limitation, new features or functionality thereof (“Feedback”). Customer hereby assigns to RealSynch, on Customer’s behalf and on behalf of its Users, employees, contractors, agents and other representatives, all right, title, and interest in and to the Feedback, including any ideas, know-how, concepts, or techniques contained in the Feedback, and any and all Intellectual Property Rights therein. RealSynch will have no obligation of attribution or compensation to Customer or any other party with respect thereto, although RealSynch is not required to use any Feedback

9.4 Data Security. Except as may be otherwise agreed upon by the Parties, RealSynch will maintain administrative, physical, and technical safeguards, at a level no less protective than those customary in the industry, including but limited to measures for preventing unauthorized access, use, modification, deletion and disclosure of Customer Data by RealSynch personnel. RealSynch has no responsibility to maintain the security or protection of any Customer Data when not in RealSynch’s possession or control.

9.5 Privacy Policy. All Customer Data, Usage Data, and Derived Data is subject to RealSynch’s Privacy Policy. Customer hereby consents to all actions taken by RealSynch with respect to the Customer Data, Usage Data and Derived Data in compliance with the Privacy Policy.

10.1. Ownership. As between Customer and RealSynch:

(a) RealSynch owns all right, title, and interest in and to: (i) the REALSYNCH™ trade name, service mark, trademark, and related logo and RealSynch’s other trademarks, service marks, and logos; (ii) the RealSynch Platform, the Documentation, any Trial Services and Beta Services offered; (iii) RealSynch’s Confidential Information, (iv) all RealSynch Data, Usage Data and Derived Data and any Feedback, and in each of the foregoing cases (i) through (iv), including any customizations or modifications thereto, any adaptations or derivative works thereof, and any and all Intellectual Property Rights therein; and

(b) Customer owns all right, title, and interest in and to (i) Customer’s trade name, trademarks, service marks, and logos; (ii) Customer’s Confidential Information, and (iii) the Customer Data, and in each of the foregoing cases (i) through (iii), including any customizations or modifications thereto, any adaptations or derivative works thereof, and any and all Intellectual Property Rights therein.

10.2 Reservation of Rights. All rights not expressly granted by one party to the other hereunder are expressly and unconditionally reserved by such party and may not be implied by or inferred from any provision of this Agreement or by the conduct of the parties.

11.1. Subscription Terminations.
(a) Termination by Customer. Customer may terminate its Subscription if RealSynch fails to provide the RealSynch Platform in accordance with Section 13.1(b) and has not remedied the relevant defect within thirty (30) days following receipt of Customer’s written notice of such breach from Customer. In such event, RealSynch will refund Customer a prorated portion of any prepaid Subscription Fees applicable to the portion of the terminated Subscription Term, provided that Customer has notified RealSynch in writing of such warranty deficiency no later than ten (10) days after becoming aware of such deficiency.
(b) Termination by RealSynch. RealSynch reserves the right to terminate Customer’s Subscription or any Trial Service or Beta Service at any time and for any reason upon notice to Customer, without incurring any liability to Customer or any User; provided, however, that if Customer terminates Customer’s Subscription without cause, RealSynch will refund a prorated portion of any Subscription Fees paid any portion of the Subscription Term for which Customer did not have access to the RealSynch Platform. Customer will not be entitled to any refund in the event of RealSynch’s suspension of Customer’s access to the Service in accordance with Section 4.6 or for any termination of Customer’s Subscription for cause, including (without limitation) for a violation of these Terms, and in such case, Customer will pay any unpaid Fees covering portion of the Subscription Term remaining as of the effective date of termination and, to the extent permitted by applicable law, Customer hereby authorizes RealSynch to charge the Payment Method for such Subscription Fees upon receiving Customer’s notice of termination. In no event will any termination entitle Customer to any refund of Fees paid, or relieve Customer of its obligation to pay any Subscription Fees payable to RealSynch, for the Subscription Term period prior to the effective date of termination.

11.2 Agreement Termination. The Agreement will automatically terminate upon the date that all Subscriptions held by Customer and any Trial Service or Beta Service granted to Customer have terminated and all other Services to be provided by RealSynch hereunder have concluded. Either party may terminate this Agreement immediately if the other party (a) makes a general assignment for the benefit of creditors, (b) is adjudicated bankrupt, (c) files a voluntary petition for bankruptcy or reorganization, or has a petition filed against it for an adjudication in bankruptcy or reorganization and such petition is not dismissed within sixty (60) days, or (d) applies for or permits the appointment of a receiver, trustee or custodian for any of its property or assets.

11.3 Effect of Termination. Upon the effective date of any cancellation or termination of the Agreement, (a) Customer’s and each of its Users’ right to access the RealSynch Platform will immediately terminate and Customer will, and will instruct its Users to, immediately cease using the RealSynch Platform and all other RealSynch Technology; and (b) Customer will delete from Customer’s systems any and all elements of the RealSynch Platform or Documentation and any element of other RealSynch Technology or RealSynch Data stored thereon. No termination of the Agreement will (i) prejudice or affect any right of action or remedy that has accrued or will accrue to either party due to the other party’s acts or omissions prior to the effective date of such termination; (ii) relieve Customer of its obligation to pay any amounts due hereunder that have accrued or have become payable to RealSynch under the Agreement as of such date; or (iii) except as otherwise set forth herein, entitle Customer to any refund of amounts paid up to such date. In addition, following any such termination, RealSynch will have no obligation to store or provide to Customer any Customer Data and, unless legally prohibited, may delete any and all Customer Data then stored in RealSynch’s systems or otherwise in RealSynch’s possession or control.

11.4 Termination Notice. Any notice provided to Customer under this Section 11 may be provided by email sent to any person that RealSynch reasonably believes to be authorized by Customer to receive such notices hereunder.

11.5 Survival. All provisions of the Agreement that by their nature should survive termination will survive, including but not limited to provisions related to accrued rights to payment, restrictions on use, indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

12.1 Confidential Information. From time to time during the Agreement Term, either Party (the “Disclosing Party”) may disclose or otherwise make available to the other Party (the “Receiving Party”) certain information that would reasonably be understood to be confidential given the nature of such information or the circumstances surrounding its disclosure about its business affairs, products, technology, trade secrets, third-party confidential information, and any other sensitive or proprietary information, whether disclosed orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to the Confidential Information, as demonstrated by the Receiving Party’s records in existence at the time of such development.

12.2. Protection of Confidential Information. The Receiving Party will not disclose the Disclosing Party’s Confidential Information to any person or entity, except to the Receiving Party’s affiliates and such Party’s and its affiliates’ employees, agents or representatives who have a need to know such Confidential Information, and will use the Confidential Information of the Disclosing Party only as and to the extent necessary for the Receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding anything to the contrary in this Section 12.2, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order will first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under the Agreement, including to make required court filings.

12.3 Equitable Relief. Each Party acknowledges and agrees that the other Party may be irreparably harmed in the event of any breach of Section 12.2 and that monetary damages alone cannot fully compensate the non-breaching party for such harm. Accordingly, each Party hereby agrees that the non-breaching Party will be entitled to seek injunctive relief to prevent or stop such breach, and to obtain specific enforcement thereof. Any such equitable remedies obtained will be in addition to, and not foreclose, any other remedies that may be available.

13.1. By RealSynch.

(a) General Warranty. RealSynch warrants that during an applicable Subscription Term, (i) RealSynch will provide the Services in accordance with its obligations under laws and government regulations applicable to RealSynch’s provision of the Services to its customers generally, including without limitation data protection laws, without regard to any particular use of the Services by Customer or any of its Users; and (ii) RealSynch will employ appropriate industry standards of practice designed to meet its confidentiality and other obligations under these Terms.

(b) RealSynch Platform Warranty for Subscriptions If Customer has purchased a Subscription, and subject to Customer’s compliance with its payment obligations hereunder and Customer’s its Users’ use of the RealSynch Platform in accordance with all terms of the Agreement, RealSynch will provide the RealSynch Platform during the Subscription Term, in accordance with Customer’s Subscription Plan and, under normal use, the RealSynch Platform will perform substantially as described in the Order and then-current Documentation. In the event of any breach of the foregoing warranty, Customer’s exclusive remedy will be termination in accordance with Section 11.1(b).

(c) Professional Services and Support Services Warranty. RealSynch warrants that (i) the Support Services and any Professional Services pursuant to an Order will be performed in a professional and workmanlike manner in accordance with industry standards; and (ii) any Professional Services purchased will be performed in accordance with the applicable Order. Customer’s sole and exclusive remedy for RealSynch’s breach of this provision will be RealSynch’s re-performance of applicable Professional Services or Support Services that fail to comply with this warranty at no additional charge.

(d) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, REALSYNCH MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND REALSYNCH SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, REALSYNCH IS NOT RESPONSIBLE FOR ANY RESULTS OBTAINED FROM THE USE OF THE REALSYNCH PLATFORM OR ANY OTHER SERVICES PROVIDED BY REALSYNCH OR FOR ANY CONCLUSIONS DRAWN FROM SUCH USE. REALSYNCH MAKES NO WARRANTY OF ANY KIND THAT THE REALSYNCH PLATFORM OR HOSTING ENVIRONMENT ARE ERROR-FREE REALSYNCH TECHNOLOGY, OR ANY OTHER PRODUCTS OR SERVICES PROVIDED BY REALSYNCH, OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY USER’S THIRD PARTY’S REQUIREMENTS, BE AVAILABLE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SERVICES OR OTHER THIRD-PARTY SOFTWARE OR SYSTEM, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

(e) No Reliance Upon AI-Generated Data. Certain features of the RealSynch Platform use machine learning models and generative AI to offer suggestions, respond to queries, or provide feedback based on Customer Data and Usage Data. AI-generated responses and feedback are provided for informational purposes only and do not constitute professional advice. Customer acknowledges that such responses may not be accurate, complete, or suitable for Customer’s specific use or purpose, and Customer is solely responsible for verifying any AI output.

(f) No Professional Advice. The information provided by or on behalf of RealSynch on, through or in relation to the Services is for informational purposes only and should not be construed as legal, financial, accounting, or other professional advice. Customer should seek independent professional advice from a person who is licensed or otherwise knowledgeable in the applicable area before acting upon any information provided on or through the RealSynch Platform, in connection with the Services, or otherwise by or on behalf of RealSynch.

13.2. By Customer. Without limitation to the representations and warranties provided by Customer elsewhere in these Terms, Customer hereby represents and warrants to RealSynch that (a) Customer has the right, power, and ability to enter into and perform under the Agreement; (b) the individual accepting the terms of the Agreement on behalf of Customer is authorized to bind Customer to the terms and conditions provided herein; (c) Customer’s performance of its obligations under the Agreement does not and will not conflict with any obligation of Customer under an agreement between Customer and a third party; (d) Customer owns or otherwise has (and, prior to RealSynch’s receipt thereof, will have) the necessary rights and consents in and to all Customer Data, so that RealSynch’s receipt, storage, and processing of Customer Data in accordance with the Agreement is in compliance with applicable law and does not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any person or entity anywhere in the world; (e) the Customer Data, and its transmission, processing, storage, and use in the manner Customer has authorized in these Terms or through the Customer Account will not violate any laws or regulations, these Terms or any other terms of the Agreement, or the terms of any applicable Third-Party Service; and (f) use of the RealSynch Platform by Customer and its Users will comply with all applicable laws, including without limitation any privacy or data protection laws applicable to use of the RealSynch Platform to process Personal Data.

14.1 Indemnification by RealSynch. RealSynch will defend and hold harmless Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that Customer’s use of the RealSynch Platform in accordance with all terms of the Agreement infringes or misappropriates a third party’s valid patent, registered trademark or registered copyright, in each case in the United States (a "Claim Against Customer"), and will indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by RealSynch in writing of, a Claim Against Customer,. If RealSynch receives information about an infringement or misappropriation claim related to the RealSynch Platform, RealSynch may in its discretion and at no cost to Customer (i) modify the RealSynch Platform so that it is no longer claimed to infringe or misappropriate, (ii) obtain a license for Customer's continued use of the RealSynch Platform in accordance with these Terms, or (iii) terminate Customer's Subscription upon thirty (30) days' written notice and refund Customer any prepaid Subscription Fees covering the remainder of the terminated Subscription Term. The above defense and indemnification obligations do not apply to the extent (A) the allegation does not state with specificity that the RealSynch Platform is the basis of the Claim Against Customer; (B) the Claim Against Customer arises from the use or combination of the RealSynch Platform or any part thereof with software, hardware, data, or processes not provided by RealSynch, if the RealSynch Platform or use thereof would not be infringing without such combination; (C) the Claim Against Customer arises from use of Trial Services or Beta Services, or otherwise in connection with an Order for which there is no charge or under which no payment has been made by Customer; or (D) the Claim Against Customer arises from Customer Data or a Third-Party Service or Customer's breach of the Agreement. THE FOREGOING STATES THE ENTIRE OBLIGATION OF REALSYNCH AND CUSTOMER’S EXCLUSIVE REMEDY WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS IN RELATION TO THE AGREEMENT OR THE REALSYNCH PLATFORM.

14.2 Customer Indemnification. Customer will defend and hold harmless RealSynch and its affiliates and each of their respective officers, directors, members, shareholders, employees, contractors, agents and representatives (each a “RealSynch Indemnitee”) from and against any claim, demand, suit or proceeding (a “Claim”) based upon or arising from (a) Customer's or any User’s use of the RealSynch Platform in an unlawful manner or in breach of any provision of the Agreement or in violation of any applicable law or regulation; (b) any Customer Data, or any use of the Customer Data with the RealSynch Platform, including (without limitation) an allegation that the Customer Data infringes, misappropriates or otherwise violates a third-party Intellectual Property Right; (c) a Third-Party Application or API provided by Customer; (d) Customer’s or any User’s use of the RealSynch Platform in combination with data, software, hardware, equipment or technology not provided by RealSynch; or (e) any modification, combination or development of the RealSynch Platform that is not performed by RealSynch, including in the use of any API, and will indemnify RealSynch for any damages, attorneys’ fees and costs finally awarded against such RealSynch Indemnitee as a result of, or for any amounts paid by RealSynch under a settlement approved by Customer in writing of, any such Claim. The above defense and indemnification obligations do not apply to the extent the applicable Claim arises from RealSynch's breach of the Agreement.

14.3 Indemnity Requirements. The indemnifying party’s obligations with respect to a Claim for which an indemnified party is entitled to indemnification pursuant to Section 14.1 or Section 14.2, as applicable (a “Covered Claim”) are conditioned on the indemnified party’s (a) giving the indemnifying party prompt notice of the Covered Claim (provided, however, that any failure to provide prompt notice shall not limit a party’s indemnification obligations hereunder unless, and only to the extent that, the indemnified party is materially prejudiced by such delay); (b) providing reasonable assistance and information to the indemnifying party, at the indemnifying party’s expense, for the defense of the Covered Claim; and (c) allowing the indemnifying party to control the defense of any Covered Claim, except that the indemnified party may engage counsel of its choice at its own expense and the indemnifying party will have no right to bind the indemnified party to terms other than the terms and conditions in this Agreement or admit liability by the indemnified party in any Covered Claim, or settlement thereof, without the indemnified party’s prior written consent, which will not to be unreasonably withheld or delayed.

15.1 Exclusion of Indirect Damages. EXCEPT FOR LIABILITY ARISING OUT OF (A) A PARTY’S FRAUD OR WILLFUL MISCONDUCT, (B) CUSTOMER’S BREACH OF SECTION 6, (C) CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (D) CUSTOMER’S OR ANY USER’S INFRINGEMENT OR MISAPPROPRIATION OF ANY REALSYNCH TECHNOLOGY, NEITHER PARTY WILL HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGES; LOST PROFITS OR REVENUE; LOSS FROM DAMAGE TO BUSINESS OR GOODWILL; LOSS OF DATA; OR LOSS ARISING FROM INACCURATE OR UNEXPECTED RESULTS ARISING FROM THE USE OF THE REALSYNCH PLATFORM, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING OR THE AVAILABLE REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.

15.2 Liability Cap. EXCEPT FOR LIABILITY ARISING OUT OF (A) FRAUD OR WILLFUL MISCONDUCT, (B) CUSTOMER’S BREACH OF SECTION 6, (C) CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (D) CUSTOMER’S OR ANY USER’S INFRINGEMENT OR MISAPPROPRIATION OF ANY REALSYNCH TECHNOLOGY, IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY, TOGETHER WITH ALL OF ITS AFFILIATES, ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE LESSER OF (I) TWENTY-FIVE THOUSAND DOLLARS ($25,000) AND (II) THE TOTAL AMOUNTS PAID BY CUSTOMER HEREUNDER DURING THE TWELVE-(12)-MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH SUCH LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS HEREUNDER.

15.3 Basis of Bargain. The parties agree that the limitations provided in this Section 15 represent a fair allocation of the parties’ respective risks under the Agreement, and the parties have relied on these limitations in determining whether to enter into the Agreement and the agreed-upon Fees.

19.1 Privacy Policy. By entering into the Agreement, Customer hereby represents to RealSynch that Customer has read and understands the RealSynch Privacy Policy, which explains how RealSynch collects, stores, processes, uses, and shares Personal Data obtained by RealSynch in connection with Customer’s and its Users’ use of the RealSynch Platform.

19.2 Notices. Except as otherwise set forth herein, all notices under the Agreement must be delivered personally or in writing via certified or registered mail, return receipt requested, or by e-mail, in each case to the address provided for the recipient Party in the Order or at such other address as either Party may provide via notice consistent with this Section 19.2; provided, however, that RealSynch may provide notice to Customer via the RealSynch Platform or via e-mail addressed to any e-mail address associated with the Customer Account. Any notice provided hereunder will be deemed to have been duly given (a) if personally delivered, upon delivery; (b) if sent by mail, on the earlier of the date of receipt or rejection by the addressee; and (c) if sent to Customer via e-mail or via the RealSynch Platform, on the day it is sent.

19.3 Electronic Communications. By registering for a Customer Account, Customer hereby consents to receiving electronic communications from RealSynch. These electronic communications may include notices about applicable Fees and other charges and certain transactional and other information concerning or related to the RealSynch Platform. Customer acknowledges that these electronic communications are necessary to Customer’s relationship with RealSynch. Customer further agrees that any notices, agreements, disclosures or other communications that RealSynch sends Customer electronically will satisfy any communication requirements under applicable law or under the Agreement, including that such communications be in writing.

19.4 California Consumer Notice. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Services are provided by ReWatt, Inc. d/b/a Realsynch. If Customer has a question or complaint regarding any part of the Services, please contact RealSynch customer service at support@realsynch.com or (+1)424-207-1383. Customer may also contact RealSynch by writing to: ReWatt, Inc. d/b/a Realsynch, 8240 N Mopac Expy, Suite 110, Austin, TX 78759, United States. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

19.5 Export Regulation. The RealSynch Platform may utilize software and technology that may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. Customer will not, directly or indirectly, export, re-export, or release the RealSynch Platform or the underlying Technology to, or make the RealSynch Platform or the underlying Technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by applicable law, rule, or regulation. Customer will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the RealSynch Platform or the RealSynch Technology available outside the United States.

19.6 Anti-Corruption. Each party represents that it is not named on any U.S. government denied-party list. Customer will not permit Users to access or use the RealSynch Platform in a U.S.-embargoed country, or in violation of any U.S. export law or regulation. Each party agrees to comply in all material respects with the Bribery Act 2010 (the Act) and the U.S. Foreign Corrupt Practices Act,15 U.S.C. §78dd-2 (FCPA) and all other laws dealing with antibribery, extortion and kickbacks, to the extent applicable to such party in its performance under the Agreement.

19.7 Government Users. The RealSynch Platform and Documentation constitute “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of these components by the U.S. Government will be governed solely by the terms of the Agreement.

19.8 Non-Exclusivity. Except as otherwise set forth in the Agreement, and unless otherwise agreed upon in writing by RealSynch in advance, nothing in the Agreement will limit RealSynch’s right to solicit or enter into any business transaction with any third party, including (without limitation) Customer’s clients and competitors.

19.9 Entire Agreement. The Agreement, comprised of these Terms together with all executed Orders, the then-current Documentation and all other terms incorporated by reference into these Terms (including, without limitation, online terms incorporated herein by reference to applicable URLs), contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior arrangements relating thereto. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) is void.

19.10 Conflicts. In the event of a conflict or inconsistency among any of the following documents, the order of precedence will be as follows: first, these Terms; second, the applicable Order; third, the applicable terms incorporated by reference herein; and fourth the then-current Documentation. Notwithstanding the foregoing, with respect to any conflict between a provision of these Terms and a provision of an Order, if these Terms or such Order expressly state that the conflicting provision as stated in such Order will control, then such Order will control over these Terms to the extent of such conflict.

19.11 Governing Law; Jurisdiction; Venue. The Agreement is governed by and will be construed in accordance with the state laws of the State of Texas and applicable U.S. federal law, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Neither the United Nations on Contracts for the International Sale of Goods nor any laws based on the Uniform Computer Information Transactions Act (UCITA) shall apply the Agreement. Any legal suit, action, or proceeding arising out of or related to the Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the County of Travis, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding and agrees that venue in such courts is proper.

19.12 Attorneys’ Fees. The prevailing party will have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing the Agreement.

19.13 Force Majeure. Except with respect to Customer’s obligation to pay fees when due hereunder, neither Party shall be deemed in default of the Agreement because of a delay or failure in performance of its obligation resulting from any cause beyond its reasonable control (a "Force Majeure"), provided that the affected Party gives notice to the other Party of such Force Majeure condition promptly upon becoming aware of the same and uses reasonable efforts to mitigate the such delay or failure.

19.14 Assignment; Successors and Assigns. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of RealSynch. RealSynch may freely assign the Agreement in connection with the sale of all or substantially all of the assets of RealSynch; any merger, consolidation or acquisition of RealSynch with, by or into, another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of RealSynch in one or more related transactions. Any purported assignment or delegation in violation of this Section 19.14 will be null and void. The Agreement shall bind and inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.

19.15 Relationship of the Parties. The Parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.

19.16 No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to any third parties.

19.17 No Waiver; Remedies Cumulative. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as may be otherwise expressly set forth in the Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from the Agreement will operate or be construed as a waiver thereof; and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19.18 Construction. Titles and headings of sections of these Terms are for convenience only and shall not affect the construction of any provision of these Terms.

19.19 Severability. If any provision of the Agreement is found invalid or unenforceable pursuant to judicial decision, the remainder of the Agreement will remain valid and enforceable according to its terms.

19.20 Electronic Signatures; Counterparts. Any Order or other agreement hereunder may be executed by electronic signature and in counterparts, which, when taken together, will be deemed to constitute one and the same original Order and agreement.