DataSync Terms of Use

Please read these Terms of Use ("Terms") carefully. They contain the legal terms and conditions that govern your use of www.DataSyncSuite.com, https://portal.datasyncsuite.com, and our other related linked sites and Web pages (collectively referred to as the "Site") and the online, Web-based applications and platform provided by Us via the Site, including associated offline components (the “Services”). This Site is operated by DataSync Corporation ("DataSync"). DataSync is also referred to in these Terms as "we", "us" and “our”.

BY VISITING AND USING OUR SITE AND SERVICES, YOU SIGNIFY YOUR ASSENT AND AGREEMENT TO THESE TERMS TOGETHER WITH THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY, AND PRICING AND PAYMENT POLICY, WHICH ARE REFERRED TO COLLECTIVELY AS THE “TERMS”.  IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE WORDS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SITE OR THE SERVICES.

You may not access the Site or use the Services if you are our direct competitor, except with our prior written consent. In addition, you may not access the Site or use the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. 

1. Use of the Site

You and your authorized employees, agents and representatives (“Users”) may access and use the Site and the Services hosted on our Site solely for your internal business and personal. You are responsible for all activity of your Users. You must designate on our Service Subscription an authorized contact person who will be responsible for maintaining accurate records of your authorized Users and who may add and remove Users to your subscription in accordance with the terms of our Pricing and Payment Policy. You must notify us immediately of any unauthorized use of any password, account or other violation of these Terms by any User. User accounts cannot be shared or used by more than one individual, but may be reassigned to new Users replacing former Users.   

Except as expressly authorized hereunder, the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without DataSync's prior written authorization. You agree that you will not engage in any activity that is competitive with, interferes with or disrupts the business of DataSync or the Site and you acknowledge that such actions shall be deemed to have been made with the "intent to defraud" and "without authorization or exceeding the authorized access" and are a violation of the Computer Fraud Abuse Act 18 U.S.C. 1030 and subject to the punishment and penalties contained therein, as well as all other applicable state and federal laws.

We reserve the right to alter or discontinue the Site and the Services, in whole or in part, at any time in our sole discretion.

2. Your Data  

Your Data is Your Property. DataSync does not own any of your data and will not modify your data without your prior consent. You are solely responsible for the accuracy, integrity, and legality of your data. DataSync shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of your data. You agree that you will not send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code. You represent and warrant that you will at all times comply with all applicable privacy and data protection laws and regulations.  If you fail to do so, we may terminate your use of the Site and the Services and remove your data.

Data Backup. We backup and store all data on our system for a period of 30 days. This backup is performed daily (between 7pm and 6am CST) and includes application software package(s), databases and files. Files, database values, or software configurations deleted for more than 30 days are permanently destroyed. We are not liable for data that you intentionally or unintentionally deleted or remove. You are responsible for retaining backups of your data for longer periods, or you may contact us to discuss special data backup needs

3. Intellectual Property Rights

DataSync and its hosted application software providers such as SugarCRM, Zimbra, QuickBooks, Drupal and others that we might add from time to time (collectively referred to in these Terms as the “Third Party Software Providers”) own all right, title and interest, including all worldwide intellectual property rights in the hardware, software, documents, processes, algorithms, user interfaces, and know-how used for the Site and the hosted Services and the trademarks, service marks and logos contained therein (the” Intellectual Property”). Your right to use the Site and the Services is limited to compliance with these Terms, and we grant to you no license, sublicense, or other rights in or to the Intellectual Property.  You agree you will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, the Services or any related products and services. You agree not to circumvent, disable or otherwise interfere with security related features that prevent or restrict use or copying of the Site or the Services or use, reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site or the Services without the prior written permission of DataSync.

4. Copyright Policy

DataSync respects the intellectual property rights of others and expects users of the Site to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA") (the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/). it is DataSync's policy to respond to notices of any actual or alleged infringement and to terminate the accounts of repeat infringers in appropriate circumstances. If you believe that a work has been copied in a way that constitutes copyright infringement, you should send a notice of infringement to DataSync.

5. Disclaimer of Warranties

YOUR USE OF THE SITE     AND THE SERVICES IS AT YOUR SOLE DISCRETION AND RISK. THE SITE AND ALL MATERIALS, INFORMATION, PRODUCTS AND SERVICES INCLUDED THEREIN, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND. DATASYNC AND ITS THIRD PARTY SOFTWARE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, DATASYNC AND ITS THIRD PARTY SOFTWARE PROVIDERS DISCLAIM ANY WARRANTIES: (A) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SITE AND THE SERVICES; (B) REGARDING THE GOODS, SERVICES, ADVICE, INFORMATION OR LINKS PROVIDED BY ANY THIRD PARTIES; (D) THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS; OR (D) THAT THE SITE OR THE SERVICES WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DATASYNC OR ITS THIRD PARTY SOFTWARE PROVIDERS, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability

IN NO EVENT SHALL DATASYNC OR ITS THIRD PARTY SOFTWARE PROVIDERS, THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, RESULTING ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT DATASYNC AND ITS THIRD PARTY SOFTWARE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.  YOUR SOLE REMEDY FOR ANY SUCH DAMAGES IS TO DISCONTINUE USING THE SITE AND THE SERVICES. IT IS YOUR RESPONSIBILITY TO TAKE ADEQUATE PRECAUTIONS AGAINST DAMAGES WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS OR MALFUNCTIONS OF THE SITE OR THE SERVICES.

7. Indemnification

You agree to defend, indemnify, and hold harmless DataSync, the Third Party Software Providers, and their officers, directors, employees, licensors and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and expert fees, arising out of or in any way connected with your access to or use of the Site or the Services or your violation of these Terms. You agree that DataSync may at any time, and without notice, suspend or terminate your access to the Site and any or all Services if you fail to comply with the Terms or applicable law.

8. Termination of Use

The period of your agreement to these Terms commences on the date you accept them and continues for a minimum period of one (1) year and thereafter shall automatically renew for additional periods equal to the expiring period unless either party gives the other notice of non-renewal at least 30 days before the end of the existing period. A party may also shorten this period for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Upon termination, we will deactivate your User accounts and passwords and upon request by you made within 30 days after the effective date of termination, and after payment of a onetime fee of $50.00, we will make available to you your data in standard SQL, CSV, text, or other standardized and reproducible format.  After such 30-day period, we shall have no obligation to maintain or provide any of your data and shall thereafter, unless legally prohibited, delete all of your data in our systems or otherwise in our possession or under our control.  Termination will not excuse you from paying all unpaid User fees or other amounts due from you to us, nor will it entitle you to a refund of any prepaid User fees.  Notwithstanding the foregoing, you may in your sole discretion notify us of your election to terminate your use of the Site and the Services within the first 30 days of your subscription and receive a complete refund of any fees paid..

We may automatically deactivate your User accounts and block or limit your access to our Site and any Service at any time, with or without notice, for any reason, including without limitation, for any conduct that we believe is in violation of these Terms or any applicable laws or is harmful to the interests of another User, our Third Party Software Providers, any other third party or the Site or any Service itself, or if you fail to pay any amounts due to us.  We may give you up to 30 business days to cure any defaults, and if they remain uncured after that time, we will have the right to block your access to the Site and delete all of your information and data backups, including any information and data stored in our backup archive.  You agree that we will have no liability for taking any actions under these termination provisions.

9. Amendment of the Terms

We reserve the right to amend these Terms at any time in our sole discretion by posting a revised version on the Site.  We will also notify you of any changes that materially impact your use of the Site or any Service.  The revised version will be effective at the time we post it and it is your responsibility to review these Terms for any changes.  YOUR CONTINUED USE OF THE SITE OR ANY SERVICE AFTER WE POST ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. If you do not agree to the amended Terms, your sole remedy shall be to discontinue using the Site and the Services. Subject to the foregoing, these Terms may not be modified or amended except in a writing signed by our duly authorized representative.

10. General

These Terms constitute our entire agreement with you with respect to your use of the Site and the Services and supersede all prior or contemporaneous agreements or understandings.  Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision. If a court should find that one or more provisions contained in these Terms is invalid, you agree that the remainder of the Terms shall be enforceable. We have the right to assign our rights and/or delegate our obligations under these Terms, in whole or in part, without restriction. You may not assign your rights or delegate your obligations under these Terms without our prior written consent. These Terms shall be governed by and construed in accordance with the laws of the State of South Dakota, without regard to conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to these Terms. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the state and federal courts of the State of South Dakota.  You waive any right to jury trial in connection with any action or litigation in any way arising out of or related to these Terms.

Last Updated: January 5, 2010