General Terms and Conditions

I. Definitions

A. The “Agreement” refers collectively to all terms, conditions and notices contained in or referenced by this document (the “Terms of Use” or the “Terms”), as well as all other operating rules, policies (including the INSYNC Privacy Policy, available at in-sync.io/datenschutz) and procedures that we may publish on the website from time to time.

B. The “Services” refers to the applications, software, products and services provided by INSYNC.

C. The “Website” refers to the INSYNC website at in-sync.io and all content, services and products provided by INSYNC on or through the website. This also includes subdomains of in-sync.io operated by INSYNC. From time to time, websites operated by INSYNC may contain different or additional terms of use. In the event of a conflict between those additional terms and this Agreement, the more specific terms apply to the respective page or service.

D. “The User”, “You” and “Your” refer to the natural person, company or organization that visits the website or uses the Services. A user must be at least 14 years old.

E. “INSYNC”, “We” and “Us” refer to INSYNC (see section G.) and to our affiliates, directors, subsidiaries, contractors, licensors, officers, agents and employees.

F. “Content” refers to content displayed or made available through the website, including but not limited to text, data, articles, images, photographs, graphics, software, applications, designs, features and other materials available on the website or otherwise through the Services. “Content” also includes services. “User-Generated Content” is content, written or otherwise, created or uploaded by our users. “Your Content” is content that you created or own yourself.

G. INSYNC is not a separate legal entity but a brand owned and operated by EL Industries GmbH, a company registered in Germany. The registered office of EL Industries GmbH is located at: Reiserdorf 147, 92721 Störnstein, Germany. All references to INSYNC in these Terms of Use, including but not limited to services, policies and agreements, refer to EL Industries GmbH and its operations under the INSYNC brand.

II. Acceptable use

A. Compliance with laws and regulations

Your use of the Services must not violate any applicable laws, including copyright or trademark laws, export control laws or other laws in your jurisdiction. You are responsible for ensuring that your use of the Services complies with the law and all applicable regulations.

B. Content restrictions

You agree that under no circumstances will you upload, post, host or transmit any content that:
• is unlawful or promotes unlawful activities;
• is or contains sexually obscene content;
• is libelous, defamatory or fraudulent;
• is offensive toward any individual or group;
• contains or installs active malware or exploits, or uses our platform to distribute such exploits (e.g. as part of a command-and-control system); or
• infringes the proprietary rights of any party, including patents, trademarks, trade secrets, copyrights, rights of publicity or other rights.

C. Conduct restrictions

While using INSYNC, you agree that under no circumstances will you:
• use our servers, services or products for excessive automated bulk activity of any kind (e.g. spamming), or transmit through our servers any other form of unsolicited advertising or solicitation, such as get-rich-quick schemes;
• attempt to disrupt or tamper with INSYNC's servers in a way that could harm our website or services, place an excessive load on INSYNC's servers through automated means, or access INSYNC services beyond the scope of your authorization;
• impersonate any person or organization, including any of our employees or representatives, whether by falsely claiming an affiliation with INSYNC or by fraudulently misrepresenting your identity or the purpose of your website; or
• violate the privacy of third parties, for example by uploading another person's personal data without their consent.

D. Service usage restrictions

You agree not to reproduce, duplicate, copy, sell, resell or exploit any part of the Services, the use of the Services or access to the Services without the express written permission of INSYNC.

E. Excessive bandwidth use

If we determine that your bandwidth usage is significantly excessive compared to other INSYNC customers, we reserve the right to throttle your hosting until you reduce your bandwidth consumption.

III. Copyright infringement

If you believe that content on our website infringes your copyright, please contact us by email at hello@in-sync.io. If you are a copyright owner and believe that content on INSYNC infringes your rights, please also contact us at hello@in-sync.io. Deliberately sending a false or frivolous takedown notice may have legal consequences. Before sending a takedown request, you must consider lawful uses such as fair use and licensed uses.

IV. Intellectual property notice

A. INSYNC's rights to content

INSYNC and our licensors, vendors, agents and/or content providers retain all intellectual property rights of any kind relating to the website and the Services. We reserve all rights not expressly granted to you under this Agreement or by applicable law. The look and feel of the website and the Services is copyright © INSYNC, all rights reserved. You may not reproduce, copy or reuse any part of the HTML, CSS or JavaScript code, or any visual design elements or concepts, without the express written permission of INSYNC.

V. API terms

No abuse or excessive use of the API

Abuse or excessively frequent requests to INSYNC via the API may result in the temporary or permanent suspension of your access to the API. INSYNC has sole discretion to determine abuse or excessive use of the API. We will make reasonable attempts to warn you by email before a suspension.

You may not share API tokens to circumvent INSYNC's access restrictions (rate limits).

You may not use the API to download data or content from INSYNC for spam purposes.

All use of the INSYNC API is subject to these Terms of Use and the INSYNC Privacy Policy.

INSYNC may offer a subscription-based API access model for high-volume users or for the resale of INSYNC services.

VI. Communication with INSYNC

A. Electronic communication required

For contractual purposes, you (1) consent to receive communications from us in electronic form via the email address you provided or via the Services; and (2) agree that all terms of use, agreements, notices, disclosures and other information that we provide to you electronically satisfy any legal requirement that such communications would satisfy if they were in paper form. This section does not affect your non-waivable rights.

B. Legal notices to INSYNC must be in writing

Communications made by email or through INSYNC's support messaging system do not constitute legal notice to INSYNC or to its officers, employees, agents or representatives in situations where notice to INSYNC is required by contract or by law. Legal notices to INSYNC must be in writing and served on INSYNC's legal representative.

C. No phone support

INSYNC provides support exclusively by email, through communication features within the Services and via electronic messages. Phone support is not offered.

VII. Disclaimer of warranties

INSYNC provides the Services “as is” and “as available”, without any warranty. Without limiting the foregoing, we expressly disclaim all warranties, whether express, implied or statutory, with respect to the Services, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

VIII. Limitation of liability

You understand and agree that we will not be liable to you or any third party for any loss of profits, loss of use, loss of goodwill or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from:
• the use, disclosure or display of your user-generated content; your use of or inability to use the Services;
• any modification, price change, suspension or discontinuation of the Services;
• the Services generally or the software or systems that provide the Services;
• unauthorized access to or alteration of your transmissions or data;
• statements or conduct of any third party on the Services; or
• any other matter relating to the Services.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose.

IX. Indemnification and hold harmless

You agree to indemnify, defend and hold us harmless from and against any and all claims, liabilities and expenses, including attorneys' fees, arising from your use of the Services, including but not limited to your breach of this Agreement, provided that INSYNC (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim unless the settlement unconditionally releases INSYNC from all liability); and (3) provides you with all reasonable assistance at your expense.

X. Changes to these Terms of Use

We reserve the right to amend these Terms of Use at any time at our sole discretion and will update these Terms of Use in the event of such changes. In the case of material changes to this Agreement, we will notify our users at least 30 days before the change takes effect by posting a notice on our website. For non-material changes, your continued use of the Services constitutes acceptance of the revised Terms of Use.

We reserve the right at any time and from time to time to modify or discontinue the Services (or any part of them), temporarily or permanently, with or without notice.

XI. Our obligations

INSYNC's obligation to begin providing services is conditional on your meeting INSYNC's creditworthiness criteria. INSYNC will provide the hosting services in accordance with the service description, the service level guarantees and other specifications in this Agreement. INSYNC will perform any additional services properly and professionally. INSYNC will provide all services in compliance with applicable law.

XII. Your obligations

You must take appropriate security precautions in connection with your use of the Services. You must comply with the laws applicable to your use of the Services and with the acceptable use policy. You must cooperate with INSYNC's reasonable investigations of service outages, security issues and any suspected breaches of the Agreement. You must pay the fees for the Services set out in the service description or any other agreement between us on time.

In the event of a dispute about any part of an invoice, you must promptly pay the undisputed portion of the fees and set out the basis of the dispute in writing. Both parties agree to work together promptly to resolve any disputes.

XIII. Unauthorized access to your data

INSYNC is not liable to you or any third party for unauthorized access to your data or for unauthorized use of the Services, unless the unauthorized access or use results from INSYNC's failure to meet the security obligations set out in section XI. (Our obligations) of these General Terms and Conditions or in the service description.

You are responsible for the use of the Services by your employees, by persons you have permitted to use the Services, by persons to whom you have granted access to the Services, and by persons who gain access to your data or the Services as a result of your inadequate security precautions, even if that use was not authorized by you.

XIV. Taxes on services

A. Sales taxes

Unless expressly provided otherwise in the Agreement or stated otherwise on the invoice for the services, all amounts payable to INSYNC under the Agreement are exclusive of any value added tax, goods and services tax, sales tax, use tax, property tax, excise tax, similar taxes, import duties and/or applicable levies (collectively “Taxes”). If INSYNC is legally required to collect Taxes in connection with the provision of the services, INSYNC will invoice you for those Taxes, and you must pay the corresponding tax amount to INSYNC or provide INSYNC with satisfactory evidence of your tax exemption.

B. Withholding taxes

All payments to INSYNC must be made without withholding or deduction of any taxes, except for withholding taxes (or similar) on income attributable to INSYNC in connection with the provision of the services that you are legally required to withhold and remit to the competent authority (such taxes “Local Withholding Taxes”).

XV. Export matters

You represent, warrant and undertake that you will not possess, use, import, export or resell (and will not permit the possession, use, import, export or resale of) the Services or any information or technical data provided by INSYNC under this Agreement in any manner that would cause INSYNC or its affiliates to violate any applicable export control laws, regulations or rules of any jurisdiction (including but not limited to those under EU and US law).

XVI. Terms and fees

Your applicable product-specific terms and conditions and the service description contain information on term and renewal as well as fee and pricing information.

XVII. Suspension of services

A. We may suspend services without liability if:
• we reasonably believe that the Services are being used in breach of the Agreement;
• you do not cooperate with our reasonable investigation of a suspected breach of the Agreement;
• your hosted system is attacked, or third parties tamper with or access your hosted system without your consent;
• we are required by law or by a regulatory or government authority to suspend your services; or
• any other event occurs for which we reasonably believe that suspending the services is necessary to protect the INSYNC network or other customers.

B. Advance notice

We will notify you of a suspension under this clause at least twelve (12) business hours in advance, unless we conclude, in our reasonable commercial judgment, that shorter or simultaneous notice is required to protect INSYNC or other customers from an imminent and significant operational, legal or security risk.

If your hosted system has been compromised, you must fix the vulnerability before INSYNC puts the system back into operation. On request, we can also carry out this work for you as an additional service at our standard hourly rates.

XVIII. Termination for breach

A. You may terminate the Agreement for breach if we:
• materially fail to provide the agreed services and do not remedy that failure within fourteen (14) days of your written notice describing the failure; or
• materially breach any other obligation set out in the Agreement and do not remedy that breach within thirty (30) days of your written notice describing the breach.

B. We may terminate the Agreement for breach if:
• we determine that the information you provided to set up the Services was materially inaccurate or incomplete;
• the person who signed the Agreement did not have the legal right or authority to enter into the Agreement on behalf of the person named as the customer;
• your payment of an invoiced amount is overdue and you do not settle the overdue amount within four (4) business days of our written reminder;
• you have made payment arrangements via credit card or a third party and the third party does not accept the charge;
• you fail to comply with any other obligation set out in the Agreement and do not remedy that breach within thirty (30) days of our written notice to you describing the breach;
• your agreement for another INSYNC service has been terminated for breach of the acceptable use policy applicable to it.

C. Either party may terminate the Agreement with immediate effect by written notice if the other party (or we reasonably believe that the other party): (i) is unable to pay its debts; or (ii) enters into compulsory or voluntary liquidation; or (iii) makes an arrangement with its creditors or calls a meeting of creditors; or (iv) has an insolvency administrator, receiver or administrator appointed (or a corresponding application is filed with a court); or (v) for any reason ceases to carry on business or takes or suffers any comparable action that means it may be unable to pay its debts (“Insolvency Event”).

D. Insolvency Event

Notwithstanding anything to the contrary in the Agreement, the fees for the Services become due immediately in the event of an Insolvency Event.

XIX. Confidential Information

Each party agrees to use the other party's confidential information solely in connection with providing or using the Services, as applicable, to exercise our respective legal rights under the Agreement, where required by law, or as set out below.

Each party agrees not to disclose the other party's confidential information to third parties, except as follows:
• to our respective service providers, employees, affiliates, suppliers, agents and representatives, provided that such service providers, employees, affiliates, suppliers, agents or representatives are bound by confidentiality agreements at least as strict as those set out in these General Terms and Conditions;
• to law enforcement or government authorities, if a party reasonably believes that the other party's conduct may violate applicable criminal law;
• where required by law; or
• pursuant to a court order or other binding legal process, in which case each party agrees to give the other party written notice at least seven (7) days before disclosing confidential information under this clause (or notice as early as possible if seven (7) days' advance notice is not reasonable), unless the law prohibits such notice.

XX. Publicity

You agree that we may publicly announce that we provide services to you, and that we may use your name and logo to identify you as our customer in promotional materials, including press releases. We will not use your name or logo in a way that suggests endorsement or affiliation.

XXI. Software

A. General

You may not copy any software provided by us unless expressly permitted in this Agreement, nor may you continue to use such software after the Agreement expires or is terminated. You may not remove, alter or obscure any copyright, trademark or other proprietary notices that appear on software provided by us. Unless permitted by the terms of an open source software license, you may not reverse engineer, decompile or disassemble any software provided by us, unless applicable law expressly permits this, and even then only after giving INSYNC at least ten (10) days' prior written notice.

B. Customer-Provided Licenses

If you use software that was not provided by INSYNC, you represent and warrant to INSYNC that you hold the legal right to use that software. If we have agreed to install, patch or otherwise manage software for you based on your license with a software vendor (instead of a license between INSYNC and the vendor), you represent and warrant that you hold a written license agreement with the software vendor that authorizes INSYNC to carry out these activities.

XXII. Recommendations

INSYNC employees may occasionally recommend third-party software or other products and services for your consideration. INSYNC makes no representations or warranties of any kind regarding such products and services. Your use of any products and services not provided by INSYNC is subject to the terms of your agreement with the respective provider and is at your sole risk. INSYNC accepts no responsibility whatsoever for the performance, functions or defects of third-party products.

XXIII. Who May Use the Services

You may allow your subsidiaries and affiliates to use the Services if you wish, but you are liable for their acts or omissions. INSYNC provides support solely to you, not to your customers, subsidiaries or affiliates. There are no third-party beneficiaries of this Agreement, which means that your customers, subsidiaries, affiliates and other third parties have no rights whatsoever under this Agreement against either party.

XXIV. Data Protection

Each party agrees to comply with its respective obligations under the Data Protection Act 1998 (“the Act”) with regard to personal data that it processes or controls in the course of or in connection with using or providing the Services. In particular, but without limitation, you must comply with the Act with regard to personal data that you store or transmit via your hosted system. You agree that INSYNC, subject to the requirements of this paragraph and the obligations set out in Section XXXI. (Assignment / Subcontractors), may grant its affiliates and subcontractors outside the European Economic Area (EEA) access to personal data that you store on your hosted system. For example, we may grant our US affiliates access to your hosted system so that they can provide support to you outside our EU office hours.

We agree not to grant subcontractors or affiliates outside the EEA access to personal data that you store on your hosted system unless they meet the following requirements for the entire duration of the access:

A. Controller

For personal data for which we are considered a “controller” under the Act, the following applies: the affiliate or subcontractor to which we transfer the personal data (i) is located in a country for which the European Commission has issued an adequacy decision, (ii) is located in the United States and has certified to the US Department of Commerce that it adheres to the Safe Harbor framework developed in cooperation with the European Union, or (iii) has signed the standard contractual clauses for the transfer of personal data, either: (a) from INSYNC to a processor or (b) from INSYNC to a controller in a country outside the EEA that is not recognized as having an adequate level of data protection.

B. Processor

For personal data for which we are considered a “processor” under the Act, the following applies: the affiliate or subcontractor that has access to the hosted system has entered into a data processing agreement with us.

XXV. Service Management Agent

You agree not to interfere in any way with service management software agents that INSYNC installs on your hosted system.

INSYNC undertakes that these agents use only a minimal amount of computing resources and do not impair your use of the hosted system. INSYNC uses the agents to track the hardware and software provided by INSYNC in order to manage various service matters more efficiently.

XXVI. Data Centers

As we continuously improve our data center infrastructure, you agree that we may relocate your servers within data centers, make changes to how the Services are provided, to URLs and to your IP addresses, and introduce new procedures for using the Services, so that you can benefit from these improvements. We may also make changes to DNS records and zones on DNS servers operated or managed by INSYNC where we consider this necessary for operating the shared network infrastructure.

In any case, we will inform you with reasonable advance notice and take all reasonable measures to minimize the impact of such changes on your use of the Services.

XXVII. Notices

Your routine communication with INSYNC regarding the Services, including any notice of non-renewal, should be sent to hello@in-sync.io. If you wish to give notice regarding termination of the Agreement for breach, an indemnification or any other non-routine legal matter, you should send it by email and by registered or regular mail to the following address:

Legal Department

EL Industries GmbH
Reiserdorf 147
92721 Störnstein
Germany
Email: hello@in-sync.io

Routine notices from INSYNC regarding the Services, as well as legal notices, are sent by email, regular mail or courier.

Notices are deemed received at the time of delivery or publication; if that time does not fall on a business day, they are deemed received at the start of the next business day. For calculating deadlines, the business day on which the notice is deemed received counts as the first day.

Notices must be given in German or English.

XXVIII. Ownership of Intellectual Property

Each party retains all rights, title and interest in its respective trade secrets, inventions, copyrights and other intellectual property. Any intellectual property developed by INSYNC in the course of providing the Services remains the property of INSYNC, unless it has been agreed with you in writing in advance that you have an interest in that intellectual property.

XXIX. Ownership of Other Property

You acquire no ownership rights or claims of possession to the hosted system and have no right of physical access to that system.

We acquire no ownership rights or claims to the information that you transmit, receive or store via your INSYNC servers or other devices or media.

XXX. Infringement of Intellectual Property Rights

If INSYNC or one of its customers faces a credible claim that the Services infringe a third party's intellectual property rights, and INSYNC cannot reasonably obtain the right to use the infringing item or modify the Services so that they no longer infringe, INSYNC may terminate the Services with reasonable notice of at least ninety (90) days. In that case, INSYNC is not liable for terminating the Services, except to refund amounts paid for Services not yet used at the time of termination.

XXXI. Assignment / Subcontractors

Neither party may assign this Agreement without the prior written consent of the other party, except that INSYNC may transfer the Agreement to an affiliate that has sufficient financial capacity to meet its obligations under this Agreement, or as part of a bona fide corporate restructuring or a sale of its business. As part of such a transaction, we may transfer your confidential information.

INSYNC may engage third-party providers to perform all or part of the Services, but remains responsible to you under this Agreement for the services performed by third-party providers to the same extent as if INSYNC had performed the Services itself.

XXXII. Force Majeure

Neither party is in breach of the Agreement if the failure to perform an obligation is due to an event beyond its control, such as a significant failure of part of the power grid, a major internet outage, natural disasters, war, riot, insurrection, epidemics, strikes or other organized labor action, terrorism, or other events of a magnitude or type against which precautions are not customarily taken in the industry.

XXXIII. Miscellaneous

A. Governing Law

Unless otherwise required by mandatory law, this Agreement between you and INSYNC and any access to or use of the Services are governed by the laws of Germany, excluding its conflict of laws provisions. INSYNC may have court decisions enforced anywhere in the world where you hold assets. Both parties agree that claims under this Agreement may not be asserted later than two (2) years after the underlying event.

B. Non-Transferability

INSYNC may assign or delegate these Terms of Use and/or the INSYNC Privacy Policy, in whole or in part, at any time, with or without your consent, to any person or legal entity. You may not assign or transfer any rights or obligations under the Terms of Use or the Privacy Policy without our prior written consent; any unauthorized assignment or delegation is void.

C. Section Headings and Summaries

The section headings and short descriptions within this Agreement are for convenience only and are not legally binding.

D. Severability, No Waiver, Survival

If any part of this Agreement is held invalid or unenforceable, that part will be interpreted so that it comes as close as possible to the original intent of the parties. The remaining parts remain in full force and effect. A failure by INSYNC to enforce any provision of this Agreement does not constitute a waiver of the right to enforce that provision in the future. Our rights under this Agreement survive its termination.

E. Amendments; Entire Agreement

This Agreement may only be amended by a written amendment from an authorized representative of INSYNC or by INSYNC publishing a revised version. These Terms of Use, together with the INSYNC Privacy Policy, constitute the complete and exclusive agreement between you and us. A statement of work may be amended by a formal written agreement or an exchange of communications (including by email or via the INSYNC ticket system) that contains the express consent of both authorized parties. Preprinted terms on your purchase order or other business documents do not become part of this Agreement.

F. Precedence

This Agreement constitutes the complete and exclusive arrangement between the parties regarding its subject matter and supersedes all prior oral or written agreements or communications. You acknowledge that you have not relied on any statements, promises or representations that are not expressly part of this Agreement.

G. Order of Precedence

In the event of a conflict between the documents that make up the Agreement, the following order of precedence applies: signed Hosting Services Agreement, country-specific terms (if any), statement of work, product-specific terms, supplements to the General Terms and Conditions, General Terms and Conditions, and the Acceptable Use Policy.

H. Unenforceable Provisions

If any part of the Agreement is held unenforceable by a court, the rest of the Agreement remains in effect. The unenforceable part will be adjusted as far as possible so that it is enforceable while still reflecting the business and financial intentions of the parties.

I. No Waiver

Each party may enforce its rights under this Agreement, even if it has failed to do so in the past or has waived individual rights.

J. No Partnership

The relationship between the parties is that of independent contractors, not business partners. Neither party is an agent of the other, and neither party is authorized to bind the other toward third parties.

K. Interpretation

The headings and summaries in this Agreement are for orientation only and are not part of the Agreement. The word “including” is always to be understood as “including but not limited to.” The terms “we” and “us” refer to INSYNC unless the context requires otherwise.

L. Undisclosed Changes

If you have made changes to the Agreement without bringing them to INSYNC's attention in a way that would have reasonably informed INSYNC of the change, the change does not become part of the Agreement.

M. Questions

Questions about the Terms of Use? Contact us at hello@in-sync.io.