"Service" means the ContraSync software platform and any related features, tools, updates, APIs, and documentation provided by Company on a subscription basis.
"Subscription" means Client's right to access and use the Service during the Subscription Term.
"Subscription Term" means the period selected by Client (monthly or annual) beginning on the date of account activation following any Trial Period.
"Trial Period" means the 14-day free access period granted to new accounts as described in Section 2.
"Authorized Users" means employees, contractors, or agents of Client who are authorized to access the Service under Client's account.
"Client Data" means any data, content, or information uploaded to or processed through the Service by Client or its Authorized Users.
"Company," "we," or "us" means ContraSync LLC, a California limited liability company.
"Third-Party Services" means external platforms, APIs, and infrastructure providers used to deliver the Service, including but not limited to payment processors, cloud storage providers, and communication services.
New accounts receive a 14-day free Trial Period beginning on the date of account creation. No credit card or payment information is required to begin a trial.
Company reserves the right to limit features, storage, or usage during the Trial Period. Features marked as "beta" or "preview" are provided without warranty and may be modified or removed at any time.
At the end of the Trial Period, continued access to the Service requires selection of a paid Subscription plan. If no plan is selected, access will be suspended until a plan is activated. Company is not responsible for any data loss resulting from failure to activate a paid Subscription.
Company reserves the right to modify, suspend, or terminate any trial account at any time and for any reason, including suspected abuse of the trial program, without liability to Client.
Trial accounts are limited to one per individual or business entity. Creating multiple accounts to extend trial access is a violation of this Agreement and may result in permanent suspension.
Subject to this Agreement and timely payment of all fees, Company grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Client's internal business purposes.
Client is responsible for all Authorized Users' compliance with this Agreement. Client shall ensure that login credentials are not shared among multiple individuals and shall notify Company immediately of any unauthorized access.
Client shall not, and shall not permit others to:
The Service is delivered on a shared multi-tenant infrastructure. Client Data is logically isolated from other tenants through access controls and tenant-scoped data architecture. Client acknowledges that the Service is hosted on shared infrastructure and agrees to use the Service only through authorized account access.
Client agrees to pay the applicable Subscription fees as displayed at the time of plan selection. All fees are stated in U.S. dollars and are non-refundable except as expressly stated in this Agreement.
Subscription fees are billed in advance on a monthly or annual basis, depending on the plan selected. Company uses Stripe, Inc. as its third-party payment processor. By providing payment information, Client authorizes Company to charge the selected payment method and agrees to Stripe's terms of service.
Subscriptions automatically renew at the end of each Subscription Term at the then-current rate unless Client cancels at least 5 days before the renewal date via the account dashboard or written notice to Company.
All fees are non-refundable. No refunds or credits are provided for unused portions of a prepaid Subscription Term, partial months, or downgraded plans. Client agrees not to initiate chargebacks for legitimately charged fees. Unauthorized chargebacks may result in immediate account suspension and referral to collections.
All fees are exclusive of applicable taxes. Client is responsible for all sales, use, value-added, and similar taxes arising from its use of the Service.
Overdue amounts may accrue interest at the rate of 1.5% per month, or the maximum permitted by law, whichever is less.
Company reserves the right to suspend Client's access to the Service, with or without notice, in any of the following circumstances:
Company will make reasonable efforts to notify Client prior to suspension except where immediate action is required to protect the platform or other users. Suspension does not relieve Client of its payment obligations.
Client retains all right, title, and interest in and to Client Data. Company acquires no ownership rights in Client Data.
Client grants Company a limited license to access, process, and use Client Data solely to provide the Service, maintain platform operations, and as described in Company's Privacy Policy.
Company's collection and use of personal information is governed by its Privacy Policy, incorporated herein by reference and available at getcontrasync.com/privacy.
Company will implement reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Client acknowledges that no security system is impenetrable and that Company cannot guarantee absolute security.
In the event of a confirmed security breach that results in unauthorized access to Client Data, Company will notify affected Clients via email within 72 hours of confirming the breach, to the extent permitted by law. Notification will include the nature of the breach, data affected, steps Company has taken, and recommended actions for Client. Company's notification obligation is subject to any instructions from law enforcement or regulatory authorities.
Upon termination of this Agreement, Company will retain Client Data for 30 days, after which it may be permanently deleted. Client is solely responsible for exporting any data prior to termination. Company is not liable for any data loss following this retention period.
Company will handle personal data in compliance with applicable privacy laws, including the California Consumer Privacy Act (CCPA) and any other applicable state or federal privacy regulations. Client is responsible for ensuring that its collection and submission of data to the Service complies with all applicable laws.
Company retains all right, title, and interest in and to the Service, including all software, code, interfaces, designs, trademarks, trade names, and documentation. This Agreement does not transfer any ownership rights to Client. All rights not expressly granted are reserved by Company.
If Client provides suggestions, feedback, or ideas regarding the Service ("Feedback"), Client grants Company a perpetual, irrevocable, worldwide, royalty-free license to use such Feedback for any purpose without restriction or compensation to Client.
Company will defend Client against any third-party claim that the Service, as provided by Company and used in accordance with this Agreement, infringes a valid patent, copyright, or trademark. Company's obligation under this section is contingent on Client providing prompt written notice of the claim and cooperating reasonably in the defense. This section states Company's sole liability and Client's sole remedy for intellectual property infringement claims.
Each party agrees to keep confidential any non-public information of the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party agrees to:
These obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice where permitted.
Company warrants that it has the right to grant the rights set forth in this Agreement and that the Service will perform materially in accordance with its documentation under normal use and conditions.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.
THE SERVICE RELIES ON THIRD-PARTY INFRASTRUCTURE AND SERVICES INCLUDING, WITHOUT LIMITATION, CLOUD HOSTING PROVIDERS, PAYMENT PROCESSORS, STORAGE SERVICES, AND COMMUNICATION PLATFORMS. COMPANY MAKES NO WARRANTY REGARDING THE AVAILABILITY, RELIABILITY, OR PERFORMANCE OF SUCH THIRD-PARTY SERVICES. COMPANY SHALL NOT BE LIABLE FOR ANY DOWNTIME, DATA LOSS, OR SERVICE DEGRADATION CAUSED BY FAILURES OF THIRD-PARTY PROVIDERS. CLIENT'S USE OF THIRD-PARTY SERVICES INTEGRATED WITH THE PLATFORM IS SUBJECT TO THOSE PROVIDERS' TERMS OF SERVICE.
FEATURES DESIGNATED AS "BETA," "PREVIEW," OR "EARLY ACCESS" ARE PROVIDED WITHOUT WARRANTY OF ANY KIND AND MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME. COMPANY IS NOT LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM USE OF BETA FEATURES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, REVENUE, BUSINESS, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR USE OF THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THESE LIMITATIONS APPLY REGARDLESS OF THE FORM OF ACTION — WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE — AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Client shall indemnify, defend, and hold harmless Company and its members, officers, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:
This Agreement commences on the date Client creates an account (including during a Trial Period) and continues for the initial Subscription Term, renewing automatically as set forth in Section 4.3.
Either party may terminate this Agreement by canceling the Subscription before the next renewal date via the account dashboard or written notice. Company may terminate with 30 days' written notice. No refunds are provided for unused portions of any prepaid Subscription Term.
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 15 days after receiving written notice of the breach. Company may terminate immediately and without cure period for violations of Section 3.3 (Acceptable Use) or Section 4.7 (Suspension Rights).
Upon termination, all rights granted to Client under this Agreement immediately cease. Sections 5.6, 6, 7, 8, 9, 10, and 13 survive termination.
Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government action, power failures, internet outages, cyberattacks, or failures of third-party infrastructure providers. The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.
This section does not excuse Client's obligation to pay fees already due and owing.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.
Any dispute arising under this Agreement shall first be submitted to good-faith negotiation for a period of 30 days. If unresolved, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association (AAA), conducted in Los Angeles, California, before a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver: CLIENT EXPRESSLY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE BROUGHT IN CLIENT'S INDIVIDUAL CAPACITY.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration.
This Agreement, together with Company's Privacy Policy and any applicable Order Form, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, representations, or understandings.
Company may update this Agreement by providing 30 days' written notice to Client via email to the address on record or by posting a prominent notice within the Service. Continued use of the Service after the effective date of changes constitutes acceptance of the updated Agreement.
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
Failure by either party to enforce any right under this Agreement shall not constitute a waiver of that right.
Client may not assign this Agreement or any rights hereunder without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, without Client's consent. Any purported assignment in violation of this section is void.
Notices under this Agreement shall be in writing and delivered by email to the address on record or by certified mail. Legal notices to Company should be sent to: legal@getcontrasync.com or ContraSync LLC, Los Angeles, California.
Client grants Company the right to identify Client as a customer of ContraSync and to use Client's name and logo for marketing purposes, including on the Company website and in sales materials. Client may revoke this consent at any time by written notice to Company.
For self-serve accounts (Starter and Pro plans), this Agreement is accepted electronically by clicking "Create My Account" during account registration. No physical signature is required.
For Enterprise accounts requiring a countersigned agreement, authorized representatives of both parties may execute below:
By signing below, both parties agree to be bound by this Agreement as of the Effective Date.