Terms of Service and Conditions (TC)
Last updated: August 3rd, 2023
Please read these terms and conditions carefully before using Our Service.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of these Terms and Conditions:
- Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- Country refers to: Lausanne, Switzerland
- Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Stacksync.
- Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
- Service refers to the Website.
- Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
- Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
- Website refers to Stacksync, accessible from https://www.stacksync.cloud or any other product Stacksync offers, such as but not exhaustively, Hookforce accessible at https://www.hookforce.app.
- You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. Stacksync does not permit those under 18 to use the Service.
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately.
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
Customer shall pay to Stacksync the fees for the Service. Except as expressly set forth in the Order, the Service is non-cancellable and all fees are non-refundable. Customer shall have no right to withhold or reduce fees under the Agreement or set off any amount against fees owed for alleged defects in the Service.
Customer shall pay to Stacksync the fees for the Service provided hereunder, in the amount set forth in the Order, by recurring credit card charges made on the first day of each subscription period or by invoice within thirty (30) days from the invoice date. Payment shall always be made by the start date when paying by credit card and prior to the start date of the Service when paying by invoice. Without limiting any other rights or remedies Stacksync may have, any amount not paid when due will be subject to interest equal to the lesser of: (i) 5% per month of the overdue amount; or (ii) the highest lawful rate allowed by applicable law. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. In addition to any interest due under this Section, Customer shall reimburse any costs or expenses (including, but not limited to, any penalties, charges and legal and other reasonable professional costs and expenses) incurred by Stacksync to collect any amount that is not paid when due.
Additional charges emerging from refunds, chargebacks, payment disputes or any other financial transaction between the Company and the Customer should be borne by the customer, especially if the request originates from the Customer. For instance, charges from payment providers or banks to transfer the amount of a refund from the Company to the Customer might be borne by the Customer.
These charges might be, by payment modality, charged to the Customer via the financial provider. When this is not possible, the charges might directly be deducted from the transferred amount being sent from the Company to the Customer. These charges might also be offset against future payment from the Company to the Customer or additionally included on future payables such as bills from the Customer to the Company.
All fees are exclusive of taxes, levies, and duties, and Customer shall be responsible for payment of all such taxes, levies, and duties, including value-added tax (VAT), withholding, or similar taxes. Stacksync may calculate taxes based on the billing information Customer provides.
Stacksync may increase the fees for the Service, which will be effective at the beginning of the next subscription period. Stacksync will notify Customer of any increase prior to it becoming effective; notice may be in the form of an invoice. Customer acknowledges that expiration of any discount or incentive programs to which Customer was previously entitled does not constitute a fee increase.
Effects on non-payment.
Stacksync may suspend Customer’s access to the Service without advance notice if Customer fails to pay in full when due. Stacksync will notify the Customer of the reason for the suspension.
Stacksync, or its licensors, own all right, title and interest in and to any and all copyrights, trademark rights, patent rights, database rights and other intellectual property or other rights in and to the Service, including without limitation all software, integrations, integrations with Data Sources and Data Destinations, technology and other rights used to provide the Service, and all graphics, user interfaces and any documentation, any improvements, design contributions or derivative works thereto, and any knowledge or processes related thereto and/or provided hereunder. Except for the limited rights expressly granted herein, the Agreement does not transfer from Stacksync any proprietary right or interest in the Service. All rights not expressly granted to Customer in the Agreement are reserved to Stacksync and its licensors.
Customer shall own all right, title and interest in and to any copyrights, trademark rights, patent rights, database rights and other intellectual property or other rights in and to the Customer Data. Except for the limited rights expressly granted herein, the Agreement does not transfer from Customer any proprietary right or interest in the Customer Data. All rights regarding Customer Data not expressly granted to Stacksync in the Agreement are reserved to Customer.
Claims Brought Against Customer
Stacksync shall defend (at its sole expense) Customer against claims brought against Customer by any third party alleging that Customer’s use of the Service, in accordance with the terms and conditions of the Agreement, constitutes an infringement or misappropriation of a patent claim(s), copyright, or trade secret rights or any other third party intellectual property rights. Stacksync will pay damages finally awarded against Customer with respect to such claims, and will pay reasonable attorney’s fees in connection with such defense. This obligation of Stacksync shall not apply if the alleged infringement or misappropriation results from use of the Service in conjunction with any other software or service not provided by Stacksync or in the event of free (no fee) or trial use of the Service.
Intellectual Property Claims
In the event a claim under the previous Section is made or in Stacksync’s reasonable opinion is likely to be made, Stacksync may, at its sole option and expense: (i) procure for Customer the right to continue using the Service under the terms of the Agreement; or (ii) replace or modify the Service to be non-infringing without material decrease in functionality. If Stacksync provides written notice to Customer that the foregoing options are not reasonably available, Stacksync or Customer may terminate the Agreement and Stacksync shall refund to Customer all prepaid fees for the remainder of its term after the date of termination.
Claims Brought Against Stacksync
Customer shall defend (at its sole expense) Stacksync and licensors against claims brought against Stacksync by any third party arising from or related to an allegation that the Customer Data used in connection with the Service violates, infringes or misappropriates the intellectual property rights of a third party. Customer will pay damages finally awarded against Stacksync with respect to such claims, and will pay reasonable attorney’s fees in connection with such defense. The foregoing shall apply regardless of whether such damage is caused by the conduct of Customer or by the conduct of a third party using Customer’s access credentials.
The obligations under this Section are conditioned on (i) the Party against whom a third party claim is brought timely notifying the other Party in writing of any such claim, provided however that a Party’s failure to provide or delay in providing such notice shall not relieve a Party of its obligations under this Section except to the extent such failure or delay prejudices the defense; (ii) the Party who is obligated hereunder to defend a claim having the right to fully control the defense of such claim; and (iii) the Party against whom a third party claim is brought reasonably cooperating in the defense of such claim. Any settlement of any claim shall not include a financial or specific performance obligation on or admission of liability by the Party against whom the claim is brought, provided however that Stacksync may settle any claim on a basis requiring Stacksync to substitute for the Service any alternative substantially equivalent non-infringing service. The Party against whom a third party claim is brought may appear, at its own expense, through counsel reasonably acceptable to the Party obligated to defend claims hereunder. Neither Party shall undertake any action in response to any infringement or misappropriation, or alleged infringement or misappropriation that is prejudicial to the other Party’s rights.
Third Party Indemnification Disclaimer
THE PROVISIONS OF THIS SECTION STATE THE SOLE, EXCLUSIVE AND ENTIRE LIABILITY OF A PARTY TO THE OTHER PARTY, AND IS THE OTHER PARTY’S SOLE REMEDY, WITH RESPECT TO THIRD PARTY CLAIMS COVERED HEREUNDER AND TO THE INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
All other documents under this legal section such as, but not exhaustively, the Privacy Notice, Service Consumption Tables, Acceptable Use Policy, and all other documents are also agreed via the acceptance of this Terms of Service and Conditions also referred to as "TC" (this document itself). The division of the text in several document pages is for visual and layout purposes only, but all belong to the same conditions to use the Stacksync service.