General Terms and Conditions
These general terms and conditions are part of the contract to which they are attached (the “Agreement”) and apply to your use of any marketing or email data or services provided by ScaleSyncInnovation or its affiliated companies (collectively, “ScaleSyncInnovation”), which are referred to together as the “Data.”
1. Ownership
(a) The term “ScaleSyncInnovation Property” includes all programs, files, systems, documentation, information, content, graphics, page layouts, site designs, user interfaces provided or used byScaleSyncInnovation, work product created by ScaleSyncInnovation, and derivative works of any of the foregoing. This includes, without limitation, the website(s) made available to you by ScaleSyncInnovation, any HTML programming performed as part of providing the Data, and any other special programs, functionalities, interfaces, and work product, ideas, concepts, or techniques developed, used, or relied upon by ScaleSyncInnovation in providing the Data.
(b) All ScaleSyncInnovation Property is and will remain the exclusive property of ScaleSyncInnovation.
(c) Between you and ScaleSyncInnovation, ScaleSyncInnovation shall be the sole owner of all patents, copyrights, trademarks, trade secrets, and other intellectual property rights in the ScaleSyncInnovation Property and the Data.
2. Limited License
Upon execution of the Agreement and full payment of all amounts due toScaleSyncInnovation, you are granted a personal, non-transferable, and non-exclusive license to use the Data solely for your own direct marketing, market research, and customer prospecting purposes, strictly in accordance with the Agreement.
If no usage period is specified, the license term shall be one year. ScaleSyncInnovation retains all rights, title, and interest in the products/services and all related intellectual property. Upon expiration or termination of the Agreement, you must cease use of the Data and, as requested byScaleSyncInnovation, either:
(a) Return the Data without retaining any copies, notes, or related information; or
(b) Provide a written, signed certificate confirming that the Data has been permanently destroyed in a manner that renders it unreadable and unrecoverable.
3. Limitations on Use
(a) Unless specifically authorized in advance in writing by ScaleSyncInnovation, you may not share, sell, transfer, or otherwise make the Data available to any third party, and you must take all reasonable steps to prevent misuse or unauthorized use of the Data.
(b) You may not name or refer to ScaleSyncInnovation or your use of the Data in any advertisements, promotional, or marketing materials.
(c) You may not use the Data for:
Consumer credit purposes
Underwriting consumer insurance
Employment purposes
Tenant screening purposes
Any other purpose covered by the federal Fair Credit Reporting Act
Any other purpose not expressly authorized by this Agreement
4. Your Responsibilities — Use of Email Data
ScaleSyncInnovation reserves the right to review and audit your use of the Data to ensure compliance with these terms.
5. Disclaimer of Warranties — Limited Warranty
The Data is provided strictly “as is.” ScaleSyncInnovation does not guarantee the accuracy, completeness, or comprehensiveness of the Data, and disclaims all express or implied warranties, including merchantability or fitness for a particular purpose, except as stated below.
You have 7 days from receipt of the Data to inspect it and notify ScaleSyncInnovation of any problems or errors. If such notice is given within this period, ScaleSyncInnovation will correct the issue at no additional cost.
6. Limitation of Liability
Except as provided in Section 5,ScaleSyncInnovation will not be liable for any claim, loss, damage, cost, or expense (including attorney’s fees), whether general, direct, incidental, consequential, or otherwise, arising from use of the Data or alleged breach of the Agreement.
In any case, ScaleSyncInnovation’s maximum liability will not exceed the amount you paid within the 12 months preceding the event giving rise to the claim.
7. Indemnification
You agree to indemnify, defend, and hold harmless ScaleSyncInnovation, its owners, officers, employees, contractors, and agents from any claim, loss, damage, cost, or expense (including attorney’s fees) arising directly or indirectly from:
Your acts or omissions related to the Data, or
Your violation of the Agreement or applicable laws.
8. Interruption of Service
You acknowledge that temporary service interruptions may occur and that such interruptions do not result in liability for ScaleSyncInnovation, nor do they suspend your payment obligations or entitle you to refunds.
9. No Assignment
You may not assign your rights or obligations under the Agreement without prior written consent from ScaleSyncInnovation. Any unauthorised assignment will be void.
10. Additional Right of Termination
In addition to other legal remedies, ScaleSyncInnovation may terminate the Agreement and demand immediate return or destruction of the Data if it believes you are not fully complying with its terms.
11. Governing Law & Jurisdiction
This Agreement is governed by the laws of the State of Nebraska, without regard to conflict of law rules. Any disputes shall be resolved exclusively in the state or federal courts located in Douglas County, Nebraska.
12. Payment for Non-Invoiced Products
(a) Payment: You agree to pay fees as stated in the current pricing terms at the time of payment. All fees are nonrefundable. Subscription products automatically renew at the then-current rate unless otherwise specified.
(b) Recurring Billing: By accepting these terms, you authorize ScaleSyncInnovation to charge your provided payment method at the agreed intervals. You must keep your billing details accurate and current.
(c) Interest Charges: Late payments incur interest at 1.5% per month, or the maximum allowed by law.
13. Entire Agreement; Amendment or Waiver
This Agreement is the full and final agreement between you and ScaleSyncInnovation and supersedes all prior agreements. Any changes must be in writing and signed by both parties. No waiver is effective unless in writing and signed.
14. File Management Library
Some services may include a file management library for storing marketing assets (“Marketing Content”). You retain ownership of such content but grant ScaleSyncInnovation permission to host and make it accessible to your users.
You are solely responsible for ensuring you have all necessary rights to the Marketing Content. You agree not to upload content that:
Violates third-party IP rights
Promotes illegal activity
Contains malware
ScaleSyncInnovation may remove violating content but is not obligated to monitor it. You must maintain your own backups, as the file library is not a disaster recovery service.
15. Execution Counterparts
This Agreement may be executed in original, faxed, or electronic PDF format and in multiple counterparts, each of which shall be deemed an original.