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Application Service Agreement

IMPORTANT: This Service Agreement ("Agreement") is a legal agreement between Sync Payments LLC ("Sync Payments", "we", "us", or "our") and the entity or person ("User", "you", or "your") who registered on the Sync Payments Account page to receive certain data, technology, and analytics service, including processing of payments and other related services specified herein ("Services"). By using our Services, you agree to be bound by the terms of this Agreement. If you are entering into this Agreement on behalf of a business or other entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.

  1. Use and Restrictions:
    • Provision of Services: Subject to the terms of this Agreement, Sync Payments will provide the Services, which are designed to facilitate electronic payment processing for e-commerce transactions. The Services include access to a payment gateway, transaction processing, and management tools.
    • Restrictions: You may not modify, reverse engineer, or otherwise alter the Services (except to the extent this restriction is expressly prohibited by law). You may not resell or provide the Services to any third party, nor use them on behalf of any third party, without our prior written consent.
  2. Data Privacy and Security: You agree to comply with all applicable privacy and data protection regulations. You are responsible for the security of data that you transmit to the Services. You agree not to use the Services to process or store any sensitive data in violation of any applicable laws or regulations.
  3. Modifications and Amendments: Sync Payments reserves the right to modify the terms of this Agreement and the Services at any time. Changes will become effective immediately upon posting on our website. Your continued use of the Services after any such changes shall constitute your consent to such changes.
  4. Termination: This Agreement will continue to apply until terminated by either you or Sync Payments. You may terminate this Agreement at any time by closing your Sync Payments account. We may terminate this Agreement or close your account at any time for any reason, including, but not limited to, your breach of this Agreement.
  5. Confidentiality: You agree to treat all knowledge of Sync Payments’ business and operations as confidential and to not disclose such knowledge to any third party without the Sync Payments’ expressed written consent.
  6. Limitation of Liability: To the maximum extent permitted by law, Sync Payments shall not be liable for any indirect, punitive, special, exemplary, incidental, or consequential damage (including loss of business, revenue, profits, use, data, or other economic advantage) however it arises, whether for breach or in tort, even if you have been previously advised of the possibility of such damage.
  7. Indemnification: You agree to indemnify and hold harmless Sync Payments, including it’s employees, officers, and directors, from any claims, damages, liabilities, and expenses arising from your breach of this Agreement or your use of the Services.
  8. Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws provisions. You agree to submit to the personal jurisdiction of the courts located in St. Louis County, Missouri, for any disputes arising from or related to this Agreement.
  9. Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by arbitration in accordance with the arbitration rules of the American Arbitration Association. Arbitration shall take place in St. Louis, Missouri.
  10. Miscellaneous: If any part of this Agreement is found to be invalid or unenforceable, that part will be amended to achieve as closely as possible the same effect as the original provision and the remainder of this Agreement will remain in full force.

BY USING SYNC PAYMENTS' SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THE SERVICE AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.