Terms & Conditions

Welcome, and thank you for your interest in TechNWeb, Inc. dba PowerSync (“PowerSync,” “we,” or “us”) and our website at www.powersync.biz, along with our related websites (collectively, our “Site”). These Terms are a legally binding contract between you and PowerSync regarding your use of the Site.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING THE SERIES OF WEBSITE BUTTONS PROVIDED ON THE SITE FOR INDICATION OF ACCEPTANCE (E.G., “SUBMIT”, “I AGREE TO TERMS AND CONDITIONS,” “PLACE ORDER”) OR BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE POWERSYNC PRIVACY POLICY. If you are not eligible, or do not agree to these Terms, then you do not have our permission to use the Site.

These Terms provide that all disputes between you and PowerSync will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. Please review Section 16 (“Dispute Resolution; Arbitration”) for the details regarding your agreement to arbitrate any disputes with PowerSync.

  1. PowerSync Site Description. The Site provides visitors with information regarding PowerSync’s product, service, and support offerings and the ability to purchase access to PowerSync’s software offerings (the “Software”).

  2. Eligibility. You must be at least 18 years of age to use the Site. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Site; and (c) your registration and your use of the Site is in compliance with all applicable laws and regulations. If you are using the Site on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

  3. Accounts and Registration. To access some features of the Site, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@powersync.biz.

  4. Payment.

    1. To purchase a subscription to Software (“Subscription”) from PowerSync via the Site or otherwise, or to access certain other features of the Site, you may be required to pay fees to PowerSync. Before you pay any fees to PowerSync, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. From time to time, PowerSync may modify the prices it charges for Subscriptions or renewals of Subscriptions, including as a result of the addition of new features or functionality to the Software. If PowerSync changes any of its fees that are applicable to you, including by adding new fees or charges, PowerSync will provide you advance notice of those changes and allow you to accept the new fee amount or cancel your Subscription. If you do not accept the changes, PowerSync may cancel your Subscription or discontinue providing you access to those portions of the Site that require payment, as applicable.

    2. PowerSync will charge the payment method you specify at the time of purchase. You authorize PowerSync to charge all sums as described in these Terms to that payment method. If you pay any fees with a credit card, PowerSync may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. If you fail to pay any amount due, PowerSync may terminate or suspend your Subscription. If you believe that PowerSync incorrectly charged you, you must contact PowerSync in writing within 30 days following the applicable charge date, specifying the purported calculation error and the amount of adjustment or credit requested.

    3. Other than PowerSync’s own income taxes, you will bear all taxes, duties, and other governmental charges (collectively, “taxes”) resulting from these Terms. Any taxes that apply on the fees will be charged separately by PowerSync. If you have a tax exemption, you must notify PowerSync prior to PowerSync’s issuance of an invoice. Upon request, you will provide PowerSync with appropriate evidence of tax payment or exemption.

    4. The Site may include functionality for activating, updating, or canceling recurring payments for periodic charges. If you activate or update recurring payments through the Site, you authorize PowerSync to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your Subscription in accordance with the applicable agreement between you and PowerSync, all accrued sums on or before the payment due date for the accrued sums. If you use the Site to update or cancel any existing authorized one-time or recurring payment, it may take up to 30 business days for the update or cancellation to take effect. The recurring fee for your Subscription is payable in advance for the Subscription term following each recurring charge and is non-refundable except as expressly set forth in these Terms or other applicable agreement between you and PowerSync. If the credit card(s) we have on file for you is/are declined for payment of your Subscription fee, you have 30 days to provide us a new credit card or your Subscription will be canceled. If you provide us with a new card and the card is successfully charged within 30 days, your new Subscription will be based on the original renewal date and not the date of the successful charge. If your Subscription is terminated, you may be entitled to a refund if the right to a refund is provided under separate agreement with PowerSync, subject to limitations provided in this Section 4. UNLESS YOU NOTIFY US BEFORE A CHARGE THAT YOU WANT TO CANCEL OR DO NOT WANT TO AUTO RENEW, YOU UNDERSTAND THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY CONTINUE INDEFINITELY AND YOU AUTHORIZE US (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO COLLECT THE THEN-APPLICABLE RECURRING FEE AND ANY TAXES USING ANY CREDIT CARD WE HAVE ON RECORD FOR YOU.

    5. Upon expiration of the term of your Subscription:

  1. if your Subscription is subject to automatic renewal, unless you provide PowerSync with notice of non-renewal prior to its expiration, the Subscription term will automatically renew for an additional Subscription term of the same length as the preceding Subscription term, and the credit card you provided for payment of the expired Subscription term will be automatically charged the applicable Subscription fees; and

  2. if your Subscription is not subject to automatic renewal, unless you provide PowerSync with notice of intent to renew prior to its expiration, the Subscription term will automatically terminate.

    1. The payment of fees may be enabled via online payment systems operated by third parties (“Online Payment Services”) that enable you to make payments securely online using a credit card or bank account. PowerSync is not affiliated with the providers of any Online Payment Services, as each is an independent contractor, and neither is the agent or employee of the other, and neither is responsible in any way for the actions or performance (or lack of actions or performance) of the other. It is your responsibility to abide by all the terms specified by the providers of the Online Payment Services in their respective terms of use and privacy policies.

  1. User Content

    1. User Content Generally. Certain features of the Site may permit users to upload content to the Site, including messages, reviews, comments, data, text, and other types of works (“User Content”) and to publish User Content on the Site. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Site.

    2. Limited License Grant to PowerSync. By posting or publishing User Content, you grant PowerSync a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

    3. Limited License Grant to Other Users. By posting or sharing User Content with other users of the Site, you grant those users a non-exclusive license to access that User Content as permitted by these Terms and the functionality of the Site.

    4. User Content Representations and Warranties. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:

  1. you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize PowerSync and users of the Site to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section 5, in the manner contemplated by PowerSync, the Site, and these Terms; and

  2. your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause PowerSync to violate any law or regulation.

    1. User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. PowerSync may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Site you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against PowerSync with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, PowerSync does not permit copyright-infringing activities on the Site.

  1. Prohibited Conduct. BY USING THE SITE YOU AGREE NOT TO:

  1. use the Site for any illegal purpose or in violation of any local, state, national, or international law;

  2. violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

  3. post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;

  4. interfere with security-related features of the Site;

  5. interfere with the operation of the Site or any user’s enjoyment of the Site, including by: (i) making any unsolicited offer or advertisement to another user of the Site; (ii) attempting to collect personal information about another user or third party without consent; or (iii) violating any regulation, policy, or procedure of any network, equipment, or server connected to or used to provide the Site;

  6. perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Site account without permission, or falsifying your age or date of birth;

  7. sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 10) or any right or ability to view, access, or use any Material, to any individual or entity other than as expressly provided in a binding license agreement between you and PowerSync; or

  8. attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of the acts described in this Section 6.

  1. Third-Party Sites and Linked Websites. PowerSync may provide tools through the Site that enable you to export information, including User Content, or link your PowerSync account to certain third-party services. If you use those tools for any purpose, you agree that PowerSync may transfer the related information to the applicable third-party service. Third-party services are not under our control, and we are not responsible for any third-party service’s use of your exported information. The Site may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.

  2. Privacy Policy; Additional Terms

    1. Privacy Policy. Please read the PowerSync Privacy Policy carefully for information relating to our collection, use, storage and disclosure of your personal information. The PowerSync Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

    2. Additional Terms. Your use of the Site is subject to all additional terms, policies, rules, or guidelines applicable to the Site or certain features of the Site that we may post on or link to from the Site (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Site, subject to Section 9. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.

  3. Modification of these Terms. We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time without notification. Please check these Terms periodically for changes. Immaterial modifications are effective upon publication. We will provide advance notice of any change to these Terms that materially modifies your rights or obligations (a “Material Modification”), and you will be required to accept the modified Terms in order to continue to use the Site. Material Modifications are effective upon your acceptance of the modified Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

  4. Ownership; Proprietary Rights. The Site is owned and operated by PowerSync. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Site (“Materials”) provided by PowerSync are protected by intellectual property and other laws. All Materials included in the Site are the property of PowerSync or our third-party licensors. Except as expressly authorized by PowerSync, you may not make use of the Materials. PowerSync reserves all rights to the Materials not granted expressly in these Terms.

  5. Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Feedback”), then you hereby grant PowerSync an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Site and create other products and services.

  6. Indemnity. You are responsible for your use of the Site, and you will defend and indemnify PowerSync and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “PowerSync Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Site; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.

  7. Disclaimers; No Warranties

    1. THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT THAT SOFTWARE OBTAINED VIA THE SITE MAY BE SUBJECT TO EXPRESS WARRANTIES, IF ANY, PROVIDED IN THE LICENSE AGREEMENT APPLICABLE TO THAT SOFTWARE. THE POWERSYNC ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE POWERSYNC ENTITIES DO NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

    2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE POWERSYNC ENTITIES OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SITE, YOUR DEALING WITH ANY OTHER SITE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SITE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SITE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

    3. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

  8. Limitation of Liability

    1. IN NO EVENT WILL THE POWERSYNC ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY POWERSYNC ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

    2. THE AGGREGATE LIABILITY OF THE POWERSYNC ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO POWERSYNC FOR ACCESS TO AND USE OF THE SITE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100.

    3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

    4. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

  9. Governing Law. These Terms are governed by the laws of the State of Texas without regard to conflict of law principles and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods. Except as expressly set forth in Section 16.1, you and PowerSync agree to submit to the personal and exclusive jurisdiction and venue of the state courts and federal courts located within Travis County, Texas for the purpose of litigating any dispute arising out of or in connection with these Terms. We operate the Site from our offices in Texas.

  10. Dispute Resolution; Arbitration.

    1. Mandatory Arbitration. Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, and expressly excluding legal action taken by PowerSync to collect fees or recover damages in connection with or obtain an injunction relating to PowerSync’s intellectual property or the Site, any dispute as to the interpretation, enforcement, breach, or termination of these Terms will be settled by binding arbitration in Travis County, Texas, U.S.A. under the Rules of the American Arbitration Association by one arbitrator appointed in accordance with those rules. All other disputes (excluding the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm) will be resolved by a court specified in Section 15. Judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The prevailing party will be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration or litigation instituted in connection with these Terms.

    2. Modifications to this Arbitration Provision. If PowerSync makes any future change to this arbitration provision, other than a change to PowerSync’s address for notice, you may reject the change by sending us written notice, to PowerSync’s address for notice, within 30 days following the change, in which case your account with PowerSync will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

  11. General. These Terms, together with any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and PowerSync regarding your use of the Site. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 1 and 4 through 19 will survive.

  12. Consent to Electronic Communications. By using the Site, you consent to receive certain electronic communications from us, as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

  13. Contact Information. The Site is offered by TechNWeb, Inc dba PowerSync, PO Box 8214, Round Rock, Texas 78683. You may contact us by sending correspondence to that address or by emailing us at support@powersync.biz.

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