Terms of Service

Thanks for using our services. These current Terms of Service set out the terms under which our SalesSync HubSpot-ConnectWise data synchronization service is provided. The definitions and rules of interpretation set out in the schedule shall apply to our agreement with you in respect of our services.

Agreement Formation

1.1 Each Order entered into by the Customer shall form a separate agreement, incorporating these Terms of Service (our Agreement).

Rights of Use

2.1 Upon Order Acceptance and subject to the terms of our Agreement, the Company grants the Customer a non-exclusive, non-transferable, personal right to use the Services during the Subscription Period for the Permitted Purpose.

2.2 The Customer acknowledges that access to the Services may take up to 2 Business Days from Order Acceptance to initially set up and that use of the Services is at all times subject to the Customer's compliance with our Agreement and the requirements identified in our Agreement (including all minimum system requirements).

2.4 The Services and the Material are protected by Intellectual Property Rights. Those Intellectual Property Rights belong to and are the property of the Company and its licensors. As between the Customer and the Company, the Company retains all ownership rights in the Services and the Material. The Customer agrees that all recommendations, comments and suggestions made by it to the Company in respect of the Services and the Material will be non-confidential and the Company shall own all rights to use and incorporate them into the Services and the Material, without payment to the Customer.

HubSpot Account

3.1 The Company distributes SalesSync as a HubSpot public app. The Company shall use reasonable endeavors to retain access to the HubSpot API.

3.2 The Customer acknowledges that the Services require connection with a valid current HubSpot account and that the Company will have no responsibility for any failure to provide or use the Services in the event that the Customer does not have a valid current HubSpot account in respect of which it has facilitated access by the Company for the purposes of providing the Services.

3.3 For the avoidance of doubt, the Company will not be obliged to make any refund of any Subscription Charges in the event that the Customer no longer facilitates the Company's access to a valid current HubSpot account owned and operated by the Customer.

3.4 The Company makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, HubSpot, or any actions completed with or by means of HubSpot.

3.5 Integration with HubSpot is provided on the basis of HubSpot's API as of the date of Order Acceptance. The Company shall use reasonable endeavors to continue such integration but makes no warranty that such integration shall remain throughout the Subscription Period. In the event that the Services are no longer integrated with HubSpot (for example, because HubSpot ceases making API access available to the Company), the Customer's sole remedy will be to terminate our Agreement and receive a pro-rata refund, under clause 19.4.

3.6 The Customer will abide by HubSpot's terms of service in respect of any use by it of the Services.

3.7 The Customer hereby gives the Company express permission to access and use information from its account with HubSpot.

3.8 "HubSpot" is a trade mark of HubSpot, Inc and its affiliates. Nothing in these Terms of Service or our website is intended to imply any endorsement, sponsorship or approval by HubSpot of the Services. Additionally, "ConnectWise" is a trade mark of ConnectWise, LLC. Nothing in these Terms of Service or our website is intended to imply any endorsement, sponsorship or approval by ConnectWise of the Services.

Authorized Users

4.1 The Customer shall ensure that only Authorized Users use the Services and that such use is at all times in accordance with our Agreement. The Customer shall ensure that Authorized Users are, at all times whilst they have access to the Services, the employees or freelance individual contractors of the Customer.

4.3 The Customer warrants and represents that it, and all Authorized Users and all others acting on its or their behalf (including systems administrators) shall, keep confidential and not share with any third party (or with other individuals except those with administration rights at the Customer organization as necessary for use of the Services) their password or access details for the Services.

4.4 The Customer shall promptly notify the Company if it becomes aware of any unauthorized use or access to the Services or any breach of security relating to the Services.

4.5 The Customer acknowledges and agrees that the Company may monitor usage of the Services to verify compliance with our Agreement.

4.6 The Customer shall comply with all applicable export control and sanctions laws and regulations in its use of the Services. The Customer shall not, directly or indirectly, export, re-export, or transfer the Services or any related technical data to any country, territory, person, or entity prohibited by applicable US export control laws.

4.7 This clause 4 shall survive termination or expiry of our Agreement.

Indemnity

5.1 The Customer shall indemnify, keep indemnified and hold harmless the Company from and against any losses, claims, damages, liability, costs (including legal and other professional fees) and expenses incurred by it as a result of the Customer's breach of our Agreement.

5.2 This clause 5 shall survive termination or expiry of our Agreement.

Support

6.1 Support Services shall be available for the Services to the Customer for the duration of the Subscription Period.

6.2 The Company will use reasonable endeavors to notify the Customer in advance of scheduled maintenance but the Customer acknowledges that it may receive no advance notification for downtime caused by Force Majeure or for other emergency maintenance.

Changes to Services and Terms

7.1 The Company may change these Terms of Service and/or the Services at any time by giving no less than 10 Business Days' written notice to the Customer.

7.2 If any change made under clause 7.1 materially and adversely impacts the Customer's use of the Services, the Customer may terminate our Agreement by giving written notice to the Company within 10 Business Days of the date on which the Company's notice of the change was given.

7.3 In the event of termination under clause 7.2, the Company shall refund to the Customer a pro-rata portion of any Subscription Charges paid in advance in respect of the period from the date of termination to the end of the then-current Subscription Period.

7.4 The Company reserves the right to add, modify, or remove features and functionality of the Services from time to time, provided that such changes do not materially reduce the overall functionality of the Services during the then-current Subscription Period.

Charges and Payment

8.1 The Customer shall pay the Subscription Charges annually in advance, unless otherwise agreed in writing between the parties.

8.2 All Subscription Charges are stated exclusive of applicable sales tax, use tax, or other taxes, which shall be payable by the Customer in addition to the Subscription Charges at the rate and in the manner prescribed by law from time to time.

8.3 If the Customer fails to make any payment when due, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to charge interest on the overdue amount at the rate of 4% per annum above the then-current US prime rate, accruing daily from the due date until the date of actual payment.

8.4 The Company may increase the Subscription Charges at any renewal of the Subscription Period by giving not less than 30 days' written notice to the Customer prior to the renewal date.

8.5 If the Customer wishes to upgrade its subscription (for example, to add additional Authorized Users or additional features), the Customer shall notify the Company and shall pay the applicable additional charges on a pro-rata basis for the remainder of the then-current Subscription Period.

8.6 If the Customer downgrades its subscription, any reduction in Subscription Charges shall take effect from the next renewal of the Subscription Period. No refund shall be given for downgrades during a current Subscription Period.

8.7 All amounts payable under our Agreement shall be in US Dollars (USD) unless otherwise agreed in writing.

Warranties

9.1 The Company warrants that, during the Subscription Period, the Services will operate materially in accordance with the description of the Services set out on the Company's website at salessync.contuit.com/salessync.

9.2 The warranty in clause 9.1 shall not apply to any free or trial version of the Services. Free and trial versions are provided "as is" without warranty of any kind.

9.3 The Customer acknowledges that the Services are provided as a cloud-based service and that, as with all cloud services, there are inherent risks associated with use of the internet and cloud computing, including (without limitation) risks of interruption, delay, loss of data, and security breaches.

9.4 In the event of a breach of the warranty in clause 9.1, the Company shall, at its sole discretion, either: (a) use reasonable endeavors to repair or correct the Services so that they conform to the warranty; (b) replace the non-conforming element of the Services; or (c) refund to the Customer a pro-rata portion of the Subscription Charges paid in respect of the non-conforming Services. This shall be the Customer's sole and exclusive remedy in respect of any breach of the warranty in clause 9.1.

9.5 The warranty in clause 9.1 shall not apply to the extent that any non-conformance is caused by: (a) use of the Services in breach of our Agreement; (b) modification of the Services by any party other than the Company; (c) use of the Services in combination with any hardware, software, or service not provided or approved by the Company; or (d) any issue with the Customer's HubSpot or ConnectWise account.

9.6 Except as expressly stated in our Agreement, the Company makes no warranties, whether express, implied, statutory or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

9.7 The Company does not warrant that the Services will meet the Customer's specific requirements or that the Services will be uninterrupted, timely, secure, or error-free.

9.8 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by applicable US law, excluded from our Agreement.

Customer's Responsibilities

10.1 The Customer shall use the Services only for the Permitted Purpose and in compliance with applicable law and with HubSpot's and ConnectWise's terms of service, and shall ensure that all Authorized Users do the same.

10.2 The Customer shall be responsible for maintaining a valid current HubSpot account and a valid current ConnectWise account, and for ensuring that the Company has such access to each account as is reasonably required for the provision of the Services, including by authorizing SalesSync in HubSpot and by supplying ConnectWise Manage API credentials with the permissions the Services require.

Customer Data

11.1 The Customer shall own all right, title and interest in and to all Customer Data. The Company shall have no rights in the Customer Data except as expressly granted under our Agreement.

11.2 The Company has no control over, and shall have no liability for, the content of the Customer Data or for any use made of the Customer Data by the Customer or any Authorized User.

11.3 The Customer is solely responsible for maintaining backups of all Customer Data. The Company shall have no liability for any loss of or damage to Customer Data, howsoever caused.

11.4 The Company may make routine backups of Customer Data solely for the purposes of business continuity and disaster recovery. Such backups do not constitute a data backup service and the Customer should not rely on them as a means of backing up Customer Data.

11.5 Following termination or expiry of our Agreement, the Company shall delete all Customer Data within 60 days, unless required to retain it by applicable law. The Customer shall be responsible for exporting any Customer Data it requires prior to termination or expiry.

Confidentiality and Security of Customer Data

12.1 The Company shall treat all Customer Data as confidential and shall not disclose Customer Data to any third party except as expressly permitted by our Agreement or with the Customer's prior written consent.

12.2 The Company shall implement and maintain appropriate technical and organizational measures to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, or damage.

12.3 The Company may disclose Customer Data to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, provided that (to the extent permitted by law) the Company gives the Customer as much advance notice of such disclosure as is reasonably practicable.

12.4 The obligations of confidentiality in this clause 12 shall survive termination or expiry of our Agreement for a period of 5 years.

12.5 The Customer acknowledges that the Company may use subprocessors in the provision of the Services, and the Company shall ensure that any such subprocessors are bound by obligations of confidentiality and data protection no less onerous than those set out in our Agreement.

Publicity

13.1 The Customer grants the Company a non-exclusive, royalty-free license to use the Customer's name, logo, and trade marks solely for the purpose of identifying the Customer as a user of the Services on the Company's website and in the Company's marketing materials.

13.2 The Customer authorizes the Company to use the Customer's name and a brief description of the Customer's use of the Services in case studies, press releases, and other marketing materials, provided that the Company obtains the Customer's prior written approval of any such materials.

Company's Confidential Information

14.1 The Customer acknowledges that the Services, the Material, and all related documentation, know-how, and technical information constitute the Company's Confidential Information.

14.2 The Customer shall treat all of the Company's Confidential Information as confidential and shall not disclose it to any third party except as expressly permitted by our Agreement or with the Company's prior written consent.

14.3 The Customer shall not use the Company's Confidential Information for any purpose other than the Permitted Purpose.

14.4 The obligations of confidentiality in this clause 14 shall not apply to information that: (a) is or becomes publicly available through no fault of the Customer; (b) was already known to the Customer prior to disclosure by the Company; (c) is independently developed by the Customer without reference to the Company's Confidential Information; or (d) is required to be disclosed by law or by a court or other authority of competent jurisdiction.

14.5 The obligations of confidentiality in this clause 14 shall survive termination or expiry of our Agreement for a period of 5 years.

Relief

15 The Company shall have no liability for any failure or delay in performing its obligations under our Agreement to the extent that such failure or delay is caused by: (a) any act or omission of the Customer or any Authorized User; or (b) a Force Majeure event.

Limitation of Liability

16.1 The Company's aggregate liability under or in connection with our Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed an amount equal to the total Subscription Charges paid by the Customer in the 12-month period immediately preceding the date on which the claim arose.

16.2 The Company shall not be liable to the Customer for any indirect, consequential, special, or incidental loss or damage, howsoever arising under or in connection with our Agreement.

16.3 Without limiting the generality of clause 16.2, the Company shall not be liable for any loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of opportunity, loss of goodwill, or loss of or damage to data.

16.4 The limitations of liability in this clause 16 shall apply to the fullest extent permitted by applicable law and shall survive termination or expiry of our Agreement.

16.5 Nothing in our Agreement shall exclude or limit the Company's liability for: (a) death or personal injury caused by the Company's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

16.6 The Customer acknowledges that the Subscription Charges have been set at a level that reflects the allocation of risk set out in our Agreement and that the Company would not have entered into our Agreement on the terms set out herein but for the limitations of liability contained in this clause 16.

16.7 Each provision of this clause 16 is to be construed as a separate limitation applying and surviving even if for any reason one or more of the other provisions is held to be inapplicable or unreasonable.

Suspension

17.1 The Company may suspend the Customer's access to all or any part of the Services without liability if the Company reasonably believes that: (a) the Customer or any Authorized User is using the Services in breach of our Agreement; (b) the Customer's use of the Services poses a security risk to the Company or to any third party; or (c) the Customer's use of the Services may adversely impact the Services or the systems or content of any other customer of the Company.

17.2 The Company may suspend the Customer's access to the Services without liability in the event that the Customer fails to pay any amount due under our Agreement within 14 days of the due date for payment.

17.3 The Company will use reasonable endeavors to give the Customer advance notice of any suspension under this clause 17, but may suspend access immediately where the Company considers it necessary to do so.

17.4 The Subscription Charges shall continue to accrue during any period of suspension under this clause 17.

Renewals

18.1 Each Subscription Period shall be for a period of 12 months, unless otherwise agreed in writing between the parties.

18.2 The Subscription Period shall expire on the renewal date, unless the parties have agreed in writing to renew the Subscription Period on the terms and at the Subscription Charges notified by the Company to the Customer.

Term and Termination

19.1 Our Agreement shall commence on the date of Order Acceptance and shall continue for the duration of the Subscription Period, unless terminated earlier in accordance with this clause 19.

19.2 Either party may terminate our Agreement at any time by giving written notice to the other party if the other party commits a material breach of our Agreement and (where such breach is remediable) fails to remedy such breach within 10 Business Days of receiving written notice requiring it to do so.

19.3 Either party may terminate our Agreement at any time with immediate effect by giving written notice to the other party if: (a) the Services are provided on a free or trial basis; or (b) the other party becomes insolvent, enters into liquidation, or has a receiver or administrator appointed over all or any part of its assets.

19.4 In the event that the Services are no longer integrated with HubSpot or ConnectWise for reasons beyond the Company's control (including, without limitation, because HubSpot or ConnectWise ceases making API access available to the Company), the Customer may terminate our Agreement by giving written notice to the Company, and the Company shall refund to the Customer a pro-rata portion of any Subscription Charges paid in advance in respect of the period from the date of termination to the end of the then-current Subscription Period.

Consequences of Termination

20.1 Upon termination or expiry of our Agreement for any reason: (a) the Customer's right to use the Services shall immediately cease; (b) each party shall return or destroy (at the other party's election) all Confidential Information of the other party in its possession or control; and (c) the Company shall delete all Customer Data in accordance with clause 11.5.

20.2 Termination or expiry of our Agreement shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of our Agreement which existed at or before the date of termination or expiry.

Entire Agreement

21.1 Our Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party acknowledges that in entering into our Agreement it does not rely on any statement, representation, assurance or warranty of any person (whether a party to our Agreement or not) other than as expressly set out in our Agreement.

21.3 Nothing in this clause shall limit or exclude any liability for fraud.

Variation

22.1 Except as set out in our Agreement, no variation of our Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).

Assignment and Subcontracting

23.1 The Customer shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under our Agreement without the prior written consent of the Company.

23.2 The Company may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under our Agreement.

Set Off

24 The Company may, without limiting its other rights or remedies, set off any amount owed to it by the Customer against any amount payable by the Company to the Customer.

No Partnership or Agency

25 Nothing in our Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorize either party to make or enter into any commitments for or on behalf of the other party.

Severance

26.1 If any provision or part-provision of our Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.

26.2 If modification under clause 26.1 is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the rest of our Agreement.

Waiver

27.1 A waiver of any right or remedy under our Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under our Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

Third Party Rights

28 Our Agreement does not give rise to any rights under any applicable third party rights legislation to enforce any term of our Agreement. The rights of the parties to rescind or vary our Agreement are not subject to the consent of any other person.

Authority

29 Each party warrants that it has the authority and all necessary approvals to enter into and perform its obligations under our Agreement.

Governing Law and Jurisdiction

30 Our Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Illinois, United States. Each party irrevocably agrees that the courts of the State of Illinois and the federal courts of the United States located in the State of Illinois shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with our Agreement or its subject matter or formation.

Schedule: Definitions and Interpretation

Definitions

In these Terms of Service, the following definitions shall apply:

"Agreement"

has the meaning given in clause 1.1.

"Applications"

means the SalesSync software applications provided by the Company as part of the Services, including any updates and new releases thereof.

"Authorized Users"

means those employees or freelance individual contractors of the Customer who are authorized by the Customer to use the Services.

"Business Day"

means a day other than a Saturday, Sunday or public holiday in the State of Illinois, United States.

"Company"

means Ntiva Inc., a Corporation organized under the laws of the State of Illinois, United States, with its registered address at 7900 Westpark Drive, Suite 100
McLean, VA 22102
United States.

"Confidential Information"

means all information (whether written, oral or in any other form) disclosed by one party to the other party which is designated as confidential or which, by its nature or the circumstances of its disclosure, ought reasonably to be regarded as confidential, including (without limitation) all business, financial, technical and commercial information, trade secrets, know-how, and the terms of our Agreement.

"ConnectWise"

means the ConnectWise Manage platform operated by ConnectWise, LLC, or any successor platform thereto.

"Customer"

means the person, firm or company who purchases the Services from the Company.

"Customer Data"

means all data, information and materials (including Personal Data) inputted, uploaded, synchronized or otherwise provided by or on behalf of the Customer or any Authorized User in connection with the Customer's use of the Services, including data from the Customer's HubSpot and ConnectWise accounts.

"Force Majeure"

means any event beyond the reasonable control of either party, including (without limitation) acts of God, fire, flood, storm, war, terrorism, epidemic, pandemic, government action, labor disputes, failure of utility services or telecommunications networks, or failure of third-party services (including HubSpot and ConnectWise).

"HubSpot"

means the HubSpot platform operated by HubSpot, Inc, or any successor platform thereto.

"Intellectual Property Rights"

means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names, domain names, rights in get-up, goodwill, rights to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Material"

means all documentation, data, information, graphics, text, and other materials made available by the Company as part of or in connection with the Services.

"Order"

means an order for the Services placed by the Customer, whether by means of the Company's website, by email, or otherwise.

"Order Acceptance"

means the Company's acceptance of an Order, which shall be deemed to occur when the Company provides the Customer with access to the Services or when the Company confirms the Order in writing, whichever occurs first.

"Permitted Purpose"

means the synchronization of data between the Customer's HubSpot account and ConnectWise account, and the use of the Services for the Customer's internal business purposes.

"Personal Data"

has the meaning given to it in the applicable data protection legislation.

"Privacy Policy"

means the Company's privacy policy as published at salessync.contuit.com/privacy from time to time.

"Services"

means the SalesSync HubSpot-ConnectWise data synchronization service provided by the Company, including the Applications, the Support Services, and any other services provided by the Company under our Agreement.

"Subscription Charges"

means the charges payable by the Customer for the Services, as set out in the Order or as otherwise agreed between the parties in writing.

"Subscription Period"

means the period for which the Customer has subscribed to use the Services, as set out in the Order.

"Support Services"

means the support services provided by the Company in respect of the Services, as described at salessync.contuit.com/support.

Interpretation

In these Terms of Service, unless the context otherwise requires: (a) references to clauses are to clauses of these Terms of Service; (b) references to the singular include the plural and vice versa; (c) references to a "person" include any individual, firm, body corporate, association, partnership, government or state (whether or not having a separate legal personality); (d) headings are for convenience only and shall not affect the interpretation of these Terms of Service; and (e) references to any statute or statutory provision shall include any subordinate legislation made under it and shall be construed as references to such statute, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, extended, re-enacted or replaced.

Contact Information