Thanks for using InSync products and services. InSync Product and Services are provided by InSync Tech- Fin Solutions Ltd. (“InSync”), located at 5/2 Russel Street, 6th Floor, Poonam Building, Kolkata 700071, India, CIN: U67120WB1991PTC050740.
InSync allows a prospective buyer of the Yearly APPSeCONNECT License to use APPSeCONNECT (Standard Product) for 30 days under its FREE TRIAL or for 30 days of PAID TRIAL (for prospective customers having a complicated environment) Programme. In order to use APPSeCONNECT exceeding 30 days, a prospective customer is required to obtain a yearly, personal, non-assignable and non-exclusive license to use the InSync software product APPSeCONNECT in return of an advance payment against any of the packages available on our websites insync.co.in/ appseconnect.com. This license is for the sole purpose of enabling you to use and enjoy the benefit of the InSync product, in the manner permitted by these terms and conditions mentioned hereunder. You shall not copy, modify, distribute, sell, or lease any part of our software, nor shall you reverse engineer or attempt to extract the source code of any InSync software, unless you have written permission from InSync Management issued from an official e-mail ID only.
About These Terms: InSync reserves the right to update and modify these Terms & Conditions at any time without prior notice. However the notice regarding change in terms & conditions to avail InSync product and/ or services shall be notified on the product website (www.appseconnect.com). Changes will not apply retroactively and will become effective as soon as they are published online. If you do not agree to the modified terms, you should discontinue your use of InSync Product & Service by deactivating your InSync Customer Account.
New features that may be added to APPSeCONNECT at the request of a customer under any Extended Support Agreement is subject to the acceptance of the modified Terms & Conditions by the existing customers. A customer cannot avail modified InSync services unless they accept to be bound by the latest ToU available on the product website appseconnect.com. You may always view the most recent copy of the ToU on the same link where this content is hosted. Violation of any part of these Terms & Conditions will result in termination of your account and cancellation of your license to use APPSeCONNECT.
I-1 Active Subscription: Paid subscription by a customer/ client for a period of one year is considered as Active Subscription period. However, on expiry of one year, if the InSync Account is not renewed by a customer, the customer would still be able to log into their account for renewal purpose only for 3 months from such expiry. These 3 months the account will be kept suspended and the customer will not be covered under active subscription.
I-2 Adapter: An adapter is a compiled source which is developed using APPSeCONNECT API (Application Programming Interface) which acts as a mediator to send and receive data to and from an application. An adapter is plugged into our generalized agent which is used to communicate data to an application. Typically, an adapter is capable of getting data from the application by building respective filters, assist the transformation process and also push the APPSeCONNECT generated data to the application.\
I-3 Agreement: mean this ToU accepted as a click-wrap contract by a user of APPSeCONNECT as it will be updated at appseconnect.com from time to time.
I-4 Annual License Renewal (ALR): Payment of the ALR entitles a client to enjoy license renewal, standard support and maintenance of the APPSeCONNECT Software and of the additional features obtained by the client around the product and a Client shall be deemed under “active subscription” for such purposes as long as they pays the ALR fee in time.
I-5 Annual Maintenance (Standard): Standard Support & Maintenance Provided under ALR are as follows
i. Operational Issues of the connector/customizations that we provided.
Product License cover availability of all new product updates (version or Patch) and any issues within APPSeCONNECT core features reported will be resolved under ALR period.
ii. Functional Issues of the connector/customizations that we provided:
Maintenance to ensure that the additional features provided to Client remains compatible will all new version and update delivered (If any additional feature has been opted by Client) and any issues within APPSeCONNECT additional features reported will be resolved and Client shall enjoy InSync’s Continuous investment and commitment towards APPSeCONNECT.
iii. Availability of the new patch and versions of APPSeCONNECT.
Annual Maintenance under ALR ensures availability of new upgrade and patches in client portal but to upgrade customer environment with the latest patch involving implementation effort is chargeable, as with all software, example SAP B1 AMC (which is given to SAP AG) ensures that customer will get all new updates and versions but implementation partner will charge to do the upgrade.
I-6 AppResource: We ensure our connector is capable of handling each and every transformation so that it can send the most complex data from one application to another. To cater such complex requirements, we sometimes need to convert data using high level languages rather doing the same using mapping. An AppResource is a code unit written to transform a piece of data to another format using high level standard language like C#, VB.NET etc. and use the same to do complex transformation. Our agent will reference the AppResources automatically and use it during transformation.
I-7 Authorized E-mail ID: means e-mail ID/s provided by the customer while signing into InSync Account or of the designated official of the customer required under this Agreement. An Authorization can be granted to others e-mail ID/s or Authorized E-mail ID/s can be changed by serving notices from an Authorized e-mail ID only, by either of the parties. E-mail ID of the assigned Reporting Manager to the licensee & email@example.com shall be an Authorized E-mail ID of InSync.
I-8 Business Third Party: means any third party that requires access to the Software in connection with the operation of Licensee’s business including, but not limited to auditors, customers, distributors and suppliers.
I-9 Charges: All charges shall be exclusive of goods and services tax (“GST”), government fees, penalties or impositions and other similar costs and expenses.
I-10 Chargeable Supports: Supports that are not covered under standard Annual Maintenance. Below activities do not fall under standard Annual Maintenance, but will be treated as chargeable Technical Support or Extended Technical Supports:
a. Adjustments in the connector need to be done because of change in Hosting/Server
b. Adjustments in the connector need to be done because of change in ERP, eCommerce and CRM version
c. Issues raised because of some configuration change at your side in ERP, eCommerce and CRM / APPSeCONNECT
d. Installation of new version/patch of APPSeCONNECT at your environment
e. Field Mapping Changes
f. Additional Features requirements
I-11 Designated Unit: means each individual computer in which the Software, Third Party Products and Third Party Database are installed.
I-12 Documentation: means INSYNC’s documentation which is delivered to Licensee under this Agreement and includes all Product documentations like Product Manual, READMEs, and Release Notes etc.
I-13 Implementation: Means the process of implementing APPSeCONNECT in Client’s server. During implementation process, InSync software APPSeCONNECT will be installed in the client’s server only through client’s authorization, supervision and co-operation. That the client will have to give sufficient access to the implementation team of InSync to carry out this process successfully. Also the whole access to the client’s server to be diligently controlled and monitored by the client. Notwithstanding anything else to the contrary, InSync shall not make any modifications to, nor have direct access to, Client’s ERP software and system (all such modifications and access to ERP must be done directly by the Client and/or its authorized agents.
I-14 INSYNC: means InSync Tech-Fin Solutions Ltd., a Company incorporated under the Companies Act, 1956 and having its registered office at 5/2 Russel Street, 6th floor, Poonam Building, Kolkata – 700071, West Bengal, India. Hereinafter referred to as “InSync/ Licensor” and shall include all its successors, administrators and executors etc.
I-15 InSync Customer Account (InSync Account):
Every customer is required to create an InSync Customer Account to avail InSync product and is required to provide certain information regarding themselves to avail the license to use APPSeCONNECT. The license to use APPSeCONNECT shall stand revoked if any of the log in information of the customer is found to be false/ fraudulent/ incomplete after providing 3 weeks of written notice to the Authorized E-Mail ID of the Licensee, if not corrected.
I-16 InSync Product:
InSync Product APPSeCONNECT is an integration platform which helps its customers to integrate their line of business application (LOB) like ERP, CRM and eCommerce platform.
APPSeCONNECT uses a hybrid model of cloud and On-premise to ensure customer get the mobility and highest level of security in a single solution. The cloud platform is used to configure the business logic and the Agent (which is installed in customer secured environment) stores all the LOB information and execute the sync of business transactional data.
I-17 InSync Services: includes advice and suggestions on the software, implementation of InSync product APPSeCONNECT, help desk support to remove bugs, provide training to the customer officials to use InSync product, and any other support to maintain and sustain APPSeCONNECT.
I-18 Licensee: means a corporation/ entity/ individual having an active InSync Account to whom APPSeCONNECT software has been made available, after receiving the license fee; Hereinafter referred to as the “End Customer/ Licensee” and shall include all its successors, administrators and executors etc.
I-19 Modification: means a change to the Software which changes the delivered source code, or an enhancement to the Software that is made using INSYNC tools or utilizing or incorporating INSYNC Proprietary Information, except when the same is specifically an Extension.
I-20 Normal Support Hours: Normal Support hours of InSync is 10 AM to 7 PM according to the Indian Standard Time.
I-21 Product documentation: shall include the followings
a. Product Manual
b. Read Mes
c. Release Notes
I-22 Proprietary Information: (i) with respect to INSYNC, the Software and Documentation, any other third-party software licensed with or as part of the Software, benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications; (ii) the concepts, techniques, ideas, and know-how embodied and expressed in the Software and (iii) information reasonably identifiable as the confidential and proprietary information of INSYNC or Licensee or their licensors excluding any part of the INSYNC or Licensee Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party; or (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; or (c) becomes independently available to the other party as a matter of right.
I-23 Release: a specific shipment of INSYNC Software, which is released at a particular point in time for specific user groups and maintained for a specified period of time. The release identifier contains the name of the INSYNC Software and a multi-digit key that uniquely identifies the release. A release has a clearly defined functional scope that is described in the Documentation of the individual release.
I-24 Service Bureau: means Use of the Software or access to the Software for the purposes of operating or managing the business operations of a third party.
I-25 Software: means (i) APPSeCONNECT hereto, developed by INSYNC (ii) any Releases of the Software as contemplated by this Agreement, and (iii) any complete or partial copies or replacements of any of the foregoing.
I-26 Third-Party Database: means third-party proprietary database software licensed through INSYNC to Licensee, or by a Third-Party Database vendor directly to Licensee.
I-27 Third Party Products: means those optional third party software products identified in and licensed under the Appendices to this Agreement.
I-28 Technical Support & Extended Technical Support:
If APPSeCONNECT makes any error in synchronizing data or malfunctions due to any manufactural defect even when the customer is following all the instructions given in the product documentations, all such manufacturing defects of the product are to be fixed by InSync, free of cost if raised within 15 days of implementation of the product in the customer’s system.
However, if the customer is unable to follow the guidelines of the product documentations after their officials have been trained as a part of implementation of APPSeCONNECT or if the product starts malfunctioning due to any environmental failure of the customer, then InSync will provide Technical Support to resolve any such problem for cost. To avail any Technical Support, a customer is required to subscribe to its support package and make payments in advance.
Special Hours of Technical Supports can be arranged if requested by a customer in advance under Extended Technical Support programme. A customer is required to pay the cost evaluated for any Extended Technical Support by InSync Officials in advance and may be subjected to some specific terms and conditions in writing in addition to these T&C. Terms and conditions for any Extended Technical Support may modify these general terms and conditions and shall prevail over these general terms and conditions.
InSync may or may not accept any request for Extended Technical Support depending on availability of its resources and nature of the support hours requested.
I-29 Transformation: Being a middleware APPSeCONNECT generates a script to talk to an application. The script which APPSeCONNECT generates reads and parses the data produced from one end of the connector by application 1 is converted to something understood by the application 2 of another end. The process of converting data from a format of one application to another is called transformation. A transformation script is generated from APPSeCONNECT cloud and being downloaded to the agent.
I-30 Use: means to directly or indirectly load, activate the processing capabilities of the Software, load, execute, access, utilize, store, employ the Software, or display information resulting from such capabilities. InSync has three kinds of users:
a. License Programme: an yearly user license as described under this agreement is granted to the user and is called a Licensee
b. Free Trial Programme: 30 days free trial is provided to a prospective APPSeCONNECT customer provided he has a standard environment requirement for implementation of the software in their designated unit.
I -31 Paid Trial Programme: 30 days paid trial is provided to those prospective customers, who has a complicated environment to implement the software in their designated unit and the paid amount is adjustable as it becomes a license holder under License Programme.
I-32 Version: A version is an uniquely identified number that determines a specific release of a component on a specific time. In other words, a version is the only component that determines when the component is released and what exists in the component. We make three type of releases:
a. Major release: We call a release to be major when we do some architectural changes to the component and which may include all the adapters to be modified to support the new changes. A major release is generally very rare in number when we cannot add feature on incremental basis. For example: APPSeCONNECT 2.0.0 is updated to APPSeCONNECT 3.0.0 means a major release of APPSeCONNECT from 2.0 to 3.0.
b. Minor release: A minor release is update to our features which does not include any architectural changes or other pluggable components and can be seamlessly be integrated to the existing components easily. The features released in a minor release is added on incremental basis and also conforms backward compatibility. We generally make an incremental minor release on quarterly basis. For example, APPSeCONNECT 2.4.0 is updated to APPSeCONNECT 2.5.0 is a minor release from 2.4 to 2.5.
c. Hotfix release: A hotfix or a patch release is a release of a component which does not include any feature but mainly contains some bug fixes which is identified after a release is made. For instance, APPSeCONNECT 2.4.6 is updated to APPSeCONNECT 2.4.7 is a hotfix release from 2.4.6 to 2.4.7.
d. Solution Life Cycle: InSync supports a version of APPSeCONNECT for a year. (Please visit http://www.appseconnect.com/product-release/ to check our release notes.)
I-33 You: shall mean any user of APPSeCONNECT disregarding whether it is a license holder or not.
II TERMS TO CREATE & ENJOY AN INSYNC CUSTOMER ACCOUNT:
II-1 You must be 15 years or older to use/order InSync product and/or services.
II-2 You must provide full name, designation, and contact details of the contact person(s) of your organization. You are also required to provide full name, place of business and registration ID no. of your company/ organization, a valid official email address, web address etc. and you shall assist us to complete the sign-up process by providing any other relevant details as may be asked by an InSync official from time to time to obtain your legal identity.
II-3 You are responsible for maintaining the privacy and security of your account. InSync will not be held liable for any damage or loss that may result from your failure to protect your login information, including your password.
II-4 InSync may communicate with you via e-mail regarding your account, system updates, or other issues related to your account/ use of APPSeCONNECT.
II-5 You are responsible for all Content posted and activity that occurs from your account (even for Contents posted by a third party to your account).
III LICENSE GRANT.
III-1 Grant of License.
(a) Subject to this Agreement, INSYNC grants and Licensee accepts a personal, non-assignable and non-exclusive yearly license to Use the InSync Software namely APPSeCONNECT, Documentation, other INSYNC Proprietary Information and Third-Party Database (where licensed through INSYNC), at specified site(s) to run Licensee’s internal business operations and to provide internal training and testing for such internal business operations. This license does not permit Licensee to: (i) Use the Software and Third-Party Database for a Service Bureau application; or (ii) sublicense or rent the Software, Documentation or Third-Party Database, or (iii) provide training to any third party except as specifically provided hereunder. Business Partners may have screen access to the Software solely in conjunction with Licensee’s Use and may not Use the Software to run any of their business operations.
(b) Licensee agrees to install the Software only on hardware identified by Licensee pursuant to this Agreement that has been previously approved by INSYNC in writing (correspondences through authorized e-mail IDs would be sufficient) for Use or interoperation with the Software (the “Designated Unit”). Designated Units may not be shared for the purposes of Software Use with companies/entities that are not defined as Licensee hereunder. Use may occur by way of an interface delivered with or as a part of the Software, a Licensee or third-party interface, or another intermediary system.
(c) Licensee understands and agrees to make available all necessary hardware and networking infrastructure for developing, testing, deploying or implementation of APPSeCONNECT if they opt for any of such services; prior to the commencement of such project. That InSync, any of its partners, or associated organizations shall not be liable to return any advance deposit made for availing the yearly license under this Agreement or any other advance deposit made for availing any implementation service, any kind of support, technical support or extended technical support subscribed by the licensee in furtherance of the license granted under this Agreement. Also the licensee, its agents or any of its associated partners shall not be entitled for any refund, penalty, compensation or any other kind of claims of any nature from InSync, any of its Partners/ agents, or associated organizations for any such project being unsuccessful for ignorance/ unwillingness of the Licensee or otherwise to provide required hardware and networking infrastructure necessary to complete any such project.
(d) It is understood and agreed by the Licensee that the Implementation and Technical Support / Extended Technical Support Services mentioned herein includes advice and recommendations from InSync Experts. Decisions in connection with the implementation of such advice and recommendations shall be made by the Licensee only. The Licensee shall designate a competent employee, preferably within senior management, to oversee all services including Implementation and Support Services if and as obtained on behalf of the Licensee.
INSYNC shall be permitted, (at least once annually and in accordance with INSYNC standard procedures) to audit and verify the usage of the INSYNC Proprietary Information. In the event an audit reveals that it has failed to pay or has underpaid any of the applicable fees on it including but not limited to license fee, annual license renewal fee, maintenance fee, all kinds of support fee for availed support period etc., Licensee shall pay such underpaid fees based on INSYNC’s list of prices and conditions in effect at the time of the audit latest within 30 days of such payment notice to enjoy uninterrupted utilization of the software or related services as applicable.
III-3 Business Partner Access.
Business Partner may have access to the Software provided: (i) Licensee accepts responsibility for the acts or omissions of such Business Partners as if they were Licensee’s acts or omissions; (ii) Licensee shall indemnify INSYNC against losses or damages suffered by INSYNC arising from breach of this Agreement by any such Business Partners as if effected by Licensee; (iii) such Use shall not constitute an unauthorized exportation of any INSYNC Proprietary Information under the applicable laws and regulations; and (iv) That InSync , any of its Partners, Agents or associates shall be responsible for any kind of damage or data loss to the Licensee’s system / server at the time of or due to any access by a Business Partner of the Licensee.
III-4 Limitation of Liability/ Claims on Amount Received Under this Agreement.
The Licensee acknowledges and agrees it has used the free trial of APPSeCONNECT or has willingly waived the opportunity to use such free trial on its own and thus any amount paid to InSync, or to any of its authorized partners or authorized agents under this Agreement or any amount paid in furtherance of this Agreement for availing services like implementation of APPSeCONNECT, technical support, extended technical support, advice or suggestions shall be non- refundable in nature. Further Clients having a complicated server for implementation of APPSeCONNECT and ineligible for a free trial has the option of undergoing the paid trial period of 30 days to verify the product utility and shall not be entitled to question the utility of the product. Further all products and services ordered shall be considered as non-refundable orders without exception.
IV PAYMENT AND ACCESS
IV-1 License Fees. Licensee shall pay to InSync the annual license fees to use the software. Charges for implementation of the software, any kind of support, technical support and extended technical supports are not included into the license fee and are required to be paid separately if the Licensee intends to avail such services. Any fees not paid when due shall accrue interest at the rate of 3% above the State Bank of India’s Prime Lending rate applicable per annum until the date of payment, but not to exceed the maximum amount as allowed by law.
IV-2 Clients under Lump-Sum Payment Option will be charged 20% of the license price for annual license renewal. This annual license renewal (ALR) price will become 20% of the total licensing amount if the client chooses to obtain additional features at an additional charge later on subsequent to availing the license for the first time.
For example: first the Customer ‘C’ obtains the annual license to use APPSeCONNECT for ‘x’ amount and later on obtains some additional features to this already configured APPSeCONNECT for ‘y’ amount. Then after obtaining the additional features, C will have to pay 20% of amount (x+y) as the ALR to renew its annual license.
The client might opt for certain special features on top of the basic APPSeCONNECT software and later on feel that those features are not of any importance then, they can stop using such features may be ask the InSync team to deactivate such features. However, the client will not be getting any kind of refund for terminating such extra features later on. Also the ALR will be charged as 20% of the license amount + 20% of the extra features amount payable by the client.
IV-3 ALR amount being only 20% of the license amount may stand revised in future (only after 3 Years from the License Purchase) and to be affected upon 30 days’ online notice if such revision is required due to application of new government orders, national, regional or international laws, regulation, treaties, revision/ addition of applicable taxes etc. That if at all any such scenario arises forcing InSync to increase its ALR amount to which the client do not agree, then the client will only have the right to discontinue usage of the product for such increase in ALR fees.
IV-4 Clients under Subscription Payment Option will be charged the Subscription fee for annual license renewal as it will be modified on the product website from time to time.
IV-5 Fees and other charges described in this Agreement do not include central/federal, state or local sales, foreign withholding, use, property, excise, service, or similar taxes (“Tax(es)”) now or hereafter levied, all of which shall be for Licensee’s account. If INSYNC is required to pay Taxes, Licensee shall reimburse INSYNC for such amounts. Licensee hereby agrees to indemnify INSYNC for any Taxes and related costs, interest and penalties paid or payable by INSYNC.
IV-6 The Software licensed under this Agreement is licensed subject to receipt of payment within the stipulated terms. The Licensee understands that INSYNC shall issue a temporary license key that will shut off the system within forty five (45) days of issue of installation key to the Software if the payment stipulated in respect of this Agreement has not been received. Failure to obtain the permanent key codes will cause the Licensee to have limited Software access until obtained. The Licensee accepts that in no event shall InSync, InSync Partners, or any of InSync’s associated organizations be responsible for any damages whatsoever arising out of the software system being shut off.
IV-7 InSync will charge you a standard yearly fee based on your account plan. The Service is billed in advance for each year, and is non-refundable. There will be no refunds or credits for partial months of service, or refunds made should you not use the Service during a period of time when your account is open. No exceptions will be made.
IV-8 To renew your yearly license to use InSync Product and/ or to avail Services you should make advance payment for the package you want to continue for the next 1 year in 15 days advance from expiry date of your InSync Customer Account.
IV-9 Your data will be preserved in our system for 3 months from suspension/ expiry date of your InSync Customer Account. If you chose to continue with InSync product and/or services, it is recommended that you renew your account within 3 months of the expiry date. This will save you from paying reinstallation charges of APPSeCONNECT.
IV-10 There cannot be any gap between expiry and renewal. For example, if you chose to renew your InSync Customer Account after 2 months of expiry of your Account then you have to pay for the 2 months duration for which you did not use InSync product and/or services as all data received by your system during those 2 months will have to be synced once your account is renewed.
IV-11 If you do not want to sync data of the discontinued period, then we strongly suggest that you should go for a fresh installation of InSync product. In that case you will have to pay installation charges to InSync and a fresh account will be created instead of renewing your old account.
IV-12 If you fail to renew your InSync Customer Account before expiry date then your account will be suspended. Means you can log into your InSync Customer Account and make payment for renewal, but you will not be able to access any data in your account.
IV-13 All invoices that remain unpaid for more than 30 days from the invoice date in the case of undisputed invoices, or 30 days from the date of resolution of a disputed invoice in the case of disputed invoices, will incur a monthly charge of one percent (1%) or US$50, whichever is higher.
IV-14 Any or all of these terms and conditions shall bind the legal representatives and successors of the Customer.
V MODIFICATIONS TO SERVICES AND FEES
V-1 InSync reserves the right to modify, suspend, or discontinue its product and/or services at any time for any reason with 30 days’ notice.
V-2 InSync reserves the right to modify this ToU with or without any prior notice. However if such modifications of ToU materially and adversely affects Client’s rights, liabilities or obligations to use the configured APPSeCONNECT and the additional features obtained along with, installed in the client’s environment under the ToU, then it will not be binding on the client unless such change/ amendment of the ToU is required (a) under any government orders, national, regional or international laws, regulation, treaties etc., or (b) to adjust the changed environment/ technology or in any other way benefit the APPSeCONNECT users only; or (c) is a forced change due to a change in technology.
V-3 InSync reserves the right to change its yearly subscription fees upon 30 days’ online notice. Such change in annual fees shall be notified on the InSync website: insync.co.in & also on its product website: www.appseconnect.com.
VI PROPRIETARY RIGHTS.
VI-1 InSync owns the intellectual property rights to any and all protectable components of the Product APPSeCONNECT and InSync Services/ supports, including but not limited to the name of the Product, artwork and end-user interface elements contained within the Service, many of the individual features, and the related documentation. You shall not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or dissemble any aspect of the Service which InSync or its partners own.
VI-2 InSync claims no intellectual property rights over the Content you upload or provide to the APPSeCONNECT platform. However, by using our product and/ or services to transmit your copyrighted or non-copyrighted Content. You agree that InSync may view your content, through remote access or similar technology to assist or provide any technical support only on your request
VI-3 Protection of Proprietary Information. Licensee shall not copy, translate, disassemble, or decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Software. Except for the rights set forth below, Licensee is not permitted to make derivative works of the Software and ownership of any unauthorized derivative works shall vest in INSYNC. INSYNC and Licensee agree to take all reasonable steps and the same protective precautions to protect the Proprietary Information from disclosure to third parties as with its own proprietary and confidential information. Neither party shall, without the other party’s prior written consent, disclose any of the Proprietary Information of the other party to any person, except to its bona fide individuals whose access is necessary to enable such party to exercise its rights hereunder. Each party agrees that prior to disclosing any Proprietary Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 5 with respect to the Proprietary Information.
VI-4 Licensee shall not modify or alter the Software in any manner or through any means whatsoever, including without limitation the creation of derivative works or Modifications. License agrees that any Modifications of the Software developed by Licensee or INSYNC (unauthorized or otherwise) shall become and will be the property of INSYNC and Licensee shall not grant, either expressly or by implication, any rights, title interest or licenses to the Modifications to any third party. Licensee shall provide complete source code for all Modifications to INSYNC.
VI-5 This clause shall survive termination of this Agreement.
VII PERFORMANCE WARRANTY.
VII-1 INSYNC warrants that the Software will substantially conform to the functional specifications contained in the Documentation for six months following delivery. The warranty shall not apply: (i) if the Software is not used in accordance with the Documentation; or (ii) if the defect is caused due to a Modification by the Licensee, any third party products, or third party database. INSYNC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.
VII-2 InSync makes no representations or warranties that the software will operate uninterrupted or error-free, or that it will be free from minor defects or errors that do not materially affect performance, or that the applications contained in the software are designed to meet all of licensee’s business requirements or any governmental regulatory or legal requirements and disclaim all warranties with respect thereto in accordance with this clause 6.
VII-3 InSync cannot be held responsible for any utility issue, damages, data loss, malfunction of the configured product installed in client’s server if the client fails/ opts not to make payments for ALR in time or if the product stops functioning at all due to non-upgradation of the installed software in the client’s server. In today’s world no software or technology is stagnant, they are changing continuously to be more efficient and productive serving the customers better with time. Now InSync product APPSeCONNECT by nature is dependent on the environment software’s which will necessarily include the ERP or CRM or ecommerce software’s being used by the client. Now the onsite installed agent of APPSeCONNECT in the client’s server may stop functioning or may start malfunctioning if there is any change or upgradation of the client’s environment due to compatibility issues, if the APPSeCONNECT agent in client’s server is not configured according to the changed environment. This configuration, upgradation etc. takes place through the cloud platform of APPSeCONNECT. If the client fails to pay ALR in time then they loses the rights to get updates from the cloud platform of APPSeCONNECT having the user license being exhausted.
VIII-1 Indemnification of Licensee. INSYNC shall indemnify Licensee against all claims, liabilities, and costs, including reasonable attorneys’ fees, reasonably incurred in the defense of any claim brought against Licensee in the Territory by third parties
VIII-2 Alleging that Licensee’s Use of the Software and Documentation infringes or misappropriates any patent in the Territory of which INSYNC is aware; a copyright; or trade secret rights, provided that such indemnity shall not apply if the alleged infringement results from Use of the Software in conjunction with any other software, an apparatus other than a Designated Unit, or unlicensed activities and so long as Licensee promptly notifies INSYNC and INSYNC in writing of any such claim and INSYNC are permitted to control fully the defense and any settlement of such claim as long as such settlement shall not include a financial obligation on Licensee. Licensee shall cooperate fully in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to INSYNC. INSYNC may settle any claim on a basis requiring INSYNC to substitute for the Software and Documentation alternative substantially equivalent non-infringing programs and supporting documentation.
VIII-3 Licensee shall inform InSync through it authorized e-mail ID and shall not undertake any action without express written authorization of InSync in response to any infringement or alleged infringement of the Software and/or Documentation.
VIII-4 The provisions of this section VIII state the sole, exclusive, and entire liability of InSync, and is licensee’s sole remedy with respect to the infringement of third-party intellectual property rights.
VIII-5 This clause shall survive termination of this Agreement.
IX LIMITATIONS OF LIABILITY.
IX-1 Licensee’s Remedies. Licensee’s sole and exclusive remedies for any damages or loss in any way connected with the Software or Services furnished by INSYNC, whether due to INSYNC’s negligence or breach of any other duty, shall be, at INSYNC’s option: (i) to bring the performance of the Software into substantial compliance with the functional specifications; (ii) re-performance of services; or (iii) return of an appropriate portion of any payment made by Licensee with respect to the applicable portion of the services;
IX-2 Not Responsible. INSYNC will not be responsible under this Agreement if the Software is not used in accordance with the Documentation; or (ii) if the defect is caused by Licensee, a Modification, third-party software, or third party database. The software is not specifically developed or licensed hereunder for use in any direct and active operations of any equipment in any nuclear, aviation, mass transit, or medical applications, or in any other inherently dangerous applications. The parties hereto agree that use of the software and third-party software for financial application purposes or such other administrative purposes shall not be deemed inherently dangerous applications if such use does not affect the operations or maintenance of such equipment. InSync and its licensors shall not be liable for any claims or damages arising from inherently dangerous use of the software and/or third-party software licensed hereunder.
IX-3 The client should not make any deliberate changes in the environment for APPSeCONNECT (which, for the avoidance of doubt, excludes for example making updates to ERP, eCommerce and CRM) without informing InSync in advance and all such changes should take place in guidance of the InSync Team in order to avoid any malfunction of the software or data loss.
– Provided if there is any malfunctioning/ data loss due to any updates of ERP, eCommerce and CRM by the client without the guidance/ supervision of InSync support team, then InSync shall not be responsible for any malfunctioning, data loss or damages caused to the client.
– However, InSync team will attend such problems if notified by the client and to be charged as per InSync’s advance hourly support package.
IX-4 Licensee hereby agrees to provide separate written confirmation of the aforesaid as well as comply with such other formalities as may be required by relevant export control authorities from time to time.
IX-5 Limitation of Liability. Under no circumstances shall InSync, its licensors, partners or any of its associated companies be liable to the licensee or any other person or entity for an amount of damages in excess of the paid license fees or be liable of any amount for special, incidental, consequential, or indirect damages, loss of good will or business profits, work stoppage, data loss, computer failure or malfunction, or exemplary or punitive damages.
IX-6 Thus maximum liability of InSync towards any client can be an amount of the license fee only excluding the ALR/ Subscription fees collected over the years for any loss suffered by the Client due to InSync’s negligence or lack of diligence and InSync’s liability will be zero if any loss is suffered by the Client due to any other reason, which is beyond the control of InSync. The risk of running and using APPSeCONNECT shall be solely born by the Client. Severability of Actions. It is expressly understood and agreed that each and every provision of this agreement which provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended by the parties to be severable and independent of any other provision and to be enforced as such.
IX-7 This clause shall survive termination of this Agreement.
X-1 Maintenance Services for the Software will be provided to Licensee by INSYNC or an INSYNC Service Centre Partner (“SCP”) on such terms as Licensee may execute with INSYNC or such SCP. It shall be the Licensee’s responsibility to ensure that such Maintenance Services are contracted by Licensee with INSYNC or any of its SCP (as available) from the effective date of this Agreement.
X-2 Licensee acknowledges that its failure to utilize the maintenance services provided by InSync or SCP may prevent InSync or SCP from being able to identify and assist in the correction of potential problems which, in turn, could result in unsatisfactory software performance. That the licensee shall not be entitled to any claims for damages, refund of advance amount for license or to avail any support, or any kind of monetary or other claims of whatever nature from InSync, any of its Partners or associate organizations for their failure to utilize the maintenance services.
XI CANCELLATION AND TERMINATION.
XI-1 If you wish to stop using InSync product, you are required to deactivate your InSync Customer Account by clicking on the Account Settings link in the Admin page of your InSync Customer Account. The Account screen provides a simple link to deactivate your account. Once you have deactivated your InSync Customer Account, your license to use InSync product and services shall stand cancelled, even though your term of license has not been completed. No refund will be provided for such discontinuation. However your data will be preserved in our system for 3 months.
XI-2 Any e-mail or phone requests to cancel an InSync Customer Account will not be entertained by InSync officials and any such act of any customer cannot be construed as a deemed cancellation.
XI-3 You can cancel your license by deactivating your InSync customer’s account at any time, but you will remain liable for all charges accrued up to your next renewal date. You will not be entitled to any refund due to such cancellation of your license before completion of the term period. However, your license will not be renewed thereafter and no fresh charges will be levied on you once you have deactivated your InSync Customer Account.
XI-4 InSync reserves the right to (i) modify or discontinue, temporarily or permanently, the Services (or any part thereof) and (ii) refuse any and all current and future use of InSync product/ services, suspend or terminate your account (any part thereof) or use of InSync product and remove or discard any of your content uploaded on APPSeCONNECT platform, or suspend your account if there is any violation of this ToU, or if so directed by any law enforcement agency or by a court order.
XI-5 In case of withdrawal, discontinuation, suspension of the Software license and /or services, because of violation of this ToU, InSync will generally serve a show cause letter to the customer on its e-mail ID provided by the customer itself during creating the InSync Customer Account and shall deactivate the account on the 30th day after serving the show cause letter if the customer is unable to justify the contentions/ allegations made under the show cause letter. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your InSync account including violation of the user license, may be referred to appropriate law enforcement authorities and a prima facie case shall be subject to immediate termination of the license and services without any prior show cause notice. InSync shall not be liable to make good any loss suffered by you or by any third party for any modification, suspension or discontinuation of InSync Product and/ or Services.
XI-6 InSync reserves the right to discontinue with the license renewal and stop providing all services on providing the client with a two months’ notice in advance if:
a. the product becomes obsolete/ unviable due to change in technology for InSync to continue with this product;
b. if this product becomes obsolete due to another InSync product;
c. If InSync ceases to exist;
d. If a particular connector of APPSeCONNECT that has been licensed to the customer becomes unviable due to change in technology etc.
e. InSync’s Board of Director’s decision shall be supreme in deciding whether the product APPSeCONNECT, any particular connector of APPSeCONNECT, or InSync as a company is unviable to maintain etc. and in taking any such decisions.
f. However, under such circumstances InSync will make available the source code to the customer, in order to enable the customer to take care of the connector implemented in their environment for which they are under active subscription period. Further only that portion of the source code will be made available to the customer which will be sufficient to maintain and improvise that particular connector for which the customer has obtained its license and under active subscription period and not the complete source code of APPSeCONNECT.
g. Further, InSync reserves the right to make APPSeCONNECT as open source on discontinuing the product subject to Board of Director’s approval regarding the same.
XI-7 Intellectual Property violation is a serious offence under the IP laws of India and subject to prosecution. Any violation of IP rights of InSync will be dealt with strict legal actions without prejudice to the rights of InSync under Common Law Principles, or International Laws other than the laws of India disregarding whether such violations has occurred with or without any intention of the violating party. Further, InSync reserves the right to suspend or terminate any license and/or services with immediate effect on receiving substantial information of violation of any IP rights of InSync as such violations might not be compensable by monetary damages.
XI-8 It’s your responsibility to keep the InSync officials updated regarding change in authorized contact person, change in your e-mail ID or change in your place of business.
XI-9 Any correspondence/notice served to the official e-mail ID provided by the customer shall construed to be effectively served.
XII MISSELENEOUS PROVISIONS.
XII-1 Export Compliance. You are responsible for complying with any applicable laws, rules, or regulations governing import of Software product and Services or any of its components that are being availed by you in your country, InSync will not take any responsibility for any legal compliance required in your country for you to avail our product or services.
The Software, Documentation and Proprietary Information are being released or transferred to Licensee in the India. The Software, Documentation and Proprietary Information are subject to applicable local and foreign export control laws. Licensee acknowledges its obligation to ensure that its exports of the INSYNC Proprietary Information from India are in compliance with the U.S., German and Netherlands export control laws as well as other applicable export control laws. Licensee shall also be responsible for complying with all applicable governmental regulations of India as well as foreign countries with respect to the use of the Proprietary Information by Licensee and/or its affiliates within or outside of India. Licensee agrees that it will not submit the Software to any government agency for licensing consideration or other regulatory approval without the prior written consent of INSYNC.
XII-2 MERGER & ACQUISITION. InSync reserves the right to undergo any restructuring process like takeover, merger, acquisition etc. However, in occurrence of any such restructuring process, all rights and liabilities of InSync and of the client/customer under this ToU shall vest on the authority so developed under such processes, disregarding the fact whether such process affects the legal identity or not.
Further, the client will have the right to continue the use of configured APPSeCONNECT installed in the client server and obtain updates in payment of ALR (and assign the associated ToU, SLA and SOW) as applicable, if client undergoes any merger, acquisition, reorganization or takeover thus having a change in control or change in corporate form, whereas the deployment environment of the APPSeCONNECT remains the same, provided the merger/ acquisition/ takeover/ restructuring Agreement explicitly states that all the rights, obligations and liabilities are to be vested on the restructured entity, thus making the ToU, SoW, SLA and all other agreements/understanding between the client and InSync be binding on the restructured entity.
The client is not allowed to sub-lease/ rent the APPSeCONNECT license assigned to it to any other entity being a subsidiary, associated company, partner or a holding company.
XII-3 ASSIGNMENT. This Agreement is not assignable under any circumstance and shall be used only by consulting. The Partner may subcontract and employ agents to carry out any of its obligations under this Agreement.
XII-4 ARBITRATION Except for the right of either party to apply to a court of competent jurisdiction for an injunction or other equitable relief available under applicable law to preserve the status quo or prevent irreparable harm pending the selection and confirmation of a panel of arbitrators, and for the right of INSYNC to bring suit on an open account for any payments due INSYNC hereunder, any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in India, in accordance with the Rules of Conciliation and Arbitration of the ICC, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Arbitration shall be conducted in the English language by a panel of three (3) members, one member selected by INSYNC, one member selected by Licensee and the third member, who shall be chairman, selected by agreement between the other (2) members. The chairman shall be a solicitor, and the other arbitrators shall have a background or training in computer law, computer science, or marketing of computer industry products. The arbitrators shall have the authority to grant injunctive relief in a form substantially similar to that which would otherwise be granted by a court of law. The parties agree that the arbitration proceedings and the outcome shall be kept strictly confidential and that obligations under this clause shall survive termination or expiration of this Agreement.
XII-5 Governing Law: This Agreement shall be governed by and construed in accordance with Indian law without reference to its conflicts of law principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of India and state courts of the State of West Bengal for the purpose of resolving any dispute relating to your access to or use of InSync product and/ or services. This clause shall survive termination of this Agreement.
XII-6 Severability It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
XII-7 No Waiver. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
XII-8 Use of Name and Likeness. Neither party shall use the name and likeness of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except that Licensee agrees that INSYNC may use Licensee’s name in customer listings or as part of INSYNC’s marketing efforts publicly.
XII-9 Notices All notices or reports which are required or may be given pursuant to this Agreement shall be in writing and shall be deemed duly given when delivered to the respective executive offices or to Authorized E-mail IDs of INSYNC and Licensee (respectively) provided in this Agreement or through an authorized act under this Agreement.
XII-10 Force Majeure. Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.
XIII GENERAL DISCLAIMERS.
XIII-1 Your use of the InSync Product and/ or services , including any content, information or functionality contained within it, is provided “as is” and “as available” with no representations or warranties of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. You assume total responsibility and risk for your use of InSync Product and/ or to avail InSync Services.
XIII-2 You shall not resell, duplicate, reproduce or exploit any part of the Service without an express written permission of InSync CEO from his official e-mail ID along with an Agreement defining the rights and obligations specified for such purpose signed and sealed by the CEO only.
XIII-3 InSync will maintain commercially acceptable administrative and technical safeguards to protect the security, confidentiality and integrity of Your Data. These safeguards include encryption of your Content in transmission (using SSL or similar technologies), which you may link to through InSync product at your election.
XIII-4 You shall not use the InSync product and/or services to transmit any viruses, worms, or malicious content.
XIII-5 InSync makes no warranties regarding (i) your ability to use InSync product and/or Services, (ii) your satisfaction with the Product/ Service, (iii) that the Product/ Service will be available at all times, uninterrupted, and error-free (iv), the accuracy of mathematical calculations performed by the Service, and (v) that bugs or errors in the Service will be corrected.
XIII-6 InSync, its partners, agents, affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages arising out of or relating in any way to your use of InSync product and/or Services under irrespective of whether you are a user under license, paid trial or free trial programme. Your sole remedy for dissatisfaction with InSync product and/or Services is to stop using it by deactivating your InSync Customer Account.
XIII-7 InSync may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, violates any third party’s intellectual property, violates any of these Terms & Conditions or otherwise objectionable.
XIII-8 Failure of InSync to exercise any of its rights provided herein shall not be deemed to be a waiver of any such right unless such waiver has been expressly given in writing. This latest version of Terms & Conditions along with the SLA sets forth the entire understanding between you and InSync as to the InSync Product and Services thus it supersedes any prior agreements (oral/written) between you and InSync (including, but not limited to, prior versions of the SLA or Terms & Conditions) unless it has been stated otherwise in this Agreement itself.
XIII-9 InSync cannot be held responsible for any business loss of a customer for any reason whatsoever including software failure/ delay in implementation or in technical support etc.
XIII-10 InSync cannot be held liable for any business loss suffered by a customer due to malfunctioning of APPSeCONNECT for any environmental, external issues or act of God;
XIII-11 No monitory compensation can be claimed for any business loss due to error in synchronizing data. Every software undergoes through a lifelong evolution process, APPSeCONNECT is not an exception. InSync shall take all reasonable steps to correct or mitigate all errors to maintain the software or may provide you with a more user friendly version of its product, if only you are subscribed to its support package.
XIII-12 InSync shall not be liable for any data loss due to the customer’s environmental issues or any loss suffered by the customer or any third party due to customer’s failure to follow the guidance of Product Documents to run and maintain APPSeCONNECT.
XIII-13 InSync do not store, or ask for its customer account log in password/data, neither can it access customers’ data that will be stored in APPSeCONNECT platform unless you provide remote access to your account for some technical support. However if you are not a cloud based customer, then you may give access to your system for maintenance or any other kind of support to InSync officials by providing your log in details. Please note that we do not store your log in details even if it has been provided by you to avail some specific support of APPSeCONNECT. We suggest, that you change your login details, once the issue for which you were seeking some support has been resolved. It is your responsibility to keep the security details safe and secret. InSync cannot be held responsible for any security breach of your InSync Customer Account.
XIII-14 InSync will be storing only the following kinds of data for its internal use and to make itself more efficient to serve the customers:
a. Company Name, Web Address
b. Email Id, Full Name, Phone Number of the contact person/s
c. Computer Name, Public IP address, Private IP, Mac Address of customer system used for InSync Customer Account log in
d. Timing of syncing process, duration,
e. Timing and duration of agent log ins
XIV ENTIRE AGREEMENT.
This Agreement, each Clause, Schedule and Appendix hereto constitute the complete and exclusive statement of the agreement between INSYNC and Licensee, and all previous representations, discussions, and writings are merged in, and superseded by, this Agreement. This Agreement may be modified only by an expressed written instrument signed by both parties. Account executives, sales people or consultants are not authorized representatives. This Agreement and each Appendix hereto shall prevail over any additional, conflicting, or inconsistent terms and conditions which may appear on any purchase order or other document furnished by Licensee to INSYNC.
SERVICE LEVEL AGREEMENT (SLA)
1 Agreement Overview
This Agreement represents a Service Level Agreement (“SLA” or “Agreement”) between InSync Tech-Fin Solutions Limited (“InSync”) and Customer (“You”) for the provisioning of services required to support and sustain APPSeCONNECT. This Agreement remains valid only for the customers under active subscription. This Agreement outlines the parameters of all services covered as they are mutually understood by the primary stakeholders. This Agreement does not supersede current processes and procedures unless explicitly stated herein.
2 Goals & Objectives
The purpose of this Agreement is to ensure that the proper elements and commitments are in place to provide consistent service support and delivery of InSync product and services to you.
The goal of this Agreement is to create mutual understanding between you and InSync regarding provisions of providing InSync product and/ or services to you.
The objectives of this Agreement are to:
- Provide clear reference to product/ service ownership, accountability, roles and/or responsibilities.
- Present a clear, concise and measurable description of product/ service provision to the customer.
- Match perceptions of expected product/ service provision with actual service support & delivery.
InSync and You (Paying Customers) will be used as the basis of the Agreement and represent the primary stakeholders associated with this SLA.
This Agreement is valid from the date customer starts paid subscription plan and is valid until he un subscribes from the plan by deactivating his InSync Customer Account. Any Changes made to the agreement will be updated in the same URL and should you continue to use the Service after any such modifications have been made, this shall constitute your agreement to such notifications.
5 Service Agreement
The following detailed service parameters are the responsibility of InSync in the ongoing support of this Agreement.
5.1. Service Scope
The following Services are covered under this Agreement:
1. Monitored Helpdesk support
2. Remote assistance using Remote Desktop and a Virtual Private Network where available
5.2. Customer Requirements
Customer responsibilities and/or requirements in support of this Agreement include:
Payment for all support costs at the agreed interval.
Reasonable availability of customer representative(s) when resolving a product/service related incident or request.
5.3. InSync Requirements
InSync responsibilities and/or requirements in support of this Agreement include:
Meeting response times associated with product/service related incidents.
Appropriate notification to Customer for all scheduled maintenance.
5.4. Service Assumptions
Assumptions related to in-scope services and/or components include:
Changes to services will be communicated and documented to all stakeholders.
6 Service Management
Effective support of in-scope services is a result of maintaining consistent service levels. The following sections provide relevant details on service availability, monitoring of in-scope services and related components.
6.1 Service Availability
Coverage parameters specific to the service(s) covered in this Agreement are as follows:
Help Desk support: Monitored 10:00 A.M. to 7:00 P.M. IST Monday – Friday
Ticket raised outside of office hours will be collected, however no action can be guaranteed until the next working day
6.2 Service Requests
In support of services outlined in this Agreement, the Service Provider will respond to service related incidents and/or requests submitted by the Customer within the following time frames:
0-4 hours (during business hours) for issues classified as High priority.
Within 24 hours for issues classified as Medium priority.
Within 2 working days for issues classified as Low priority.
Remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.
Priorities set by the customer can be readjusted by InSync if required and the rescheduling will be notified to the customer if any High priority/ medium priority issue is found to be miss classified by the customer.
7 Escalation Matrix
Support e-mail ID: firstname.lastname@example.org.
Level 1 Escalation: If the customer does not get any reply as per the timing, mentioned in our SLA, from the support then he/she should escalate the matter to his/her Account Manager assigned by InSync at the time of kick-off in our product implementation cycle.
Level 2 Escalation: If the account manager fails to redress the issue within a working day, then the issue to be briefed and forwarded to to email@example.com.
8 Trial Period
This Agreement (SLA) is applicable to all user of APPSeCONNECT including the limited version users under any Free / paid Trial Period. Though none of the provisions related to grant of license or SLA will be applicable to a user of APPSeCONNECT under any free/ paid trial period.
Nevertheless, InSync will try to provide support to all its users but such support is not guaranteed even for a Paid Trial user and will be restricted to the scope of support agreed between the parties and subject to availability of InSync officials.