Terms of Use
Sheet Sync Terms of Use agreement
Overview
Sheet Sync's Terms of Use establish the binding agreement between customers and Sheet Sync, LLC (based in San Francisco, CA). The agreement governs use of Sheet Sync's Licensed Software, effective upon download, installation, or use.
1. Definitions
The terms define critical concepts including Authorized Users (employees, consultants, contractors with access rights), Customer Data, Documentation, and Sheet Sync IP (covering software, services, and intellectual property).
2. License and Service Terms
Sheet Sync grants "a limited, non-transferable, non-exclusive, non-assignable, license to use the Licensed Software in object code form on your premises." Free trial versions exist for evaluation purposes only — not for commercial, production, or training use.
The terms address virtualization, backup copies, and account responsibility, noting that customers are liable for all actions of Authorized Users.
3. Documentation License
Users receive a non-exclusive, non-transferable license to access Documentation solely for internal business purposes related to Licensed Software use.
4. Use Restrictions
Customers cannot reverse-engineer, modify, distribute, or create derivative works. Prohibited uses include building competitive products, copying features, storing unlawful content, or violating intellectual property rights.
5. Fees and Payment
Payments are due within 30 days of invoice in US dollars, without offset or deduction.
6. Reservation of Rights
Sheet Sync retains all rights not expressly granted in the agreement.
7. Third-Party Components
The Licensed Software may include open-source or freeware components licensed under separate terms. Sheet Sync makes no warranties regarding these components.
8. Maintenance and Support Services
Support is provided at no additional charge, though Sheet Sync reserves the right to refuse unreasonable requests and must provide written rationale if declining support.
9. Confidential Information
Both parties must protect confidential information (business affairs, trade secrets, proprietary data) for five years post-disclosure. Trade secrets remain protected indefinitely. Exceptions include information already public, previously known, or independently developed.
10. Term
The license period depends on the purchase type; perpetual licenses continue indefinitely upon full payment.
11. Termination
Either party may terminate through mutual agreement, bankruptcy, or material breach (with 30-day cure period). Sheet Sync can terminate immediately for violation of use restrictions. Early termination does not entitle refunds.
12. Intellectual Property Ownership; Feedback
Sheet Sync owns all Licensed Software intellectual property. Customers own Customer Data. Feedback submitted becomes non-confidential property of Sheet Sync, usable without attribution or compensation.
13. Limited Warranty and Warranty Disclaimer
Sheet Sync warrants the Licensed Software will "conform in all material respects in accordance with its Documentation" for 90 days. Beyond this limited warranty, the software is provided "as is" with no guarantees regarding performance, compatibility, security, or error-freedom.
14. Indemnification
Sheet Sync indemnifies customers against third-party claims that the Licensed Software infringes patents, copyrights, or trade secrets (excluding issues from Customer Data). Customers indemnify Sheet Sync against claims arising from Customer Data or unauthorized use.
15. Limitations of Liability
Sheet Sync's liability is capped at total fees paid in the preceding 12 months. Sheet Sync is not liable for consequential, indirect, or punitive damages, lost profits, or data breaches.
16. Modifications
Sheet Sync may modify terms unilaterally; continued use signifies acceptance. Material changes are sent via email.
17. Governing Law and Jurisdiction
California law governs; disputes are resolved in federal or San Francisco county courts.
18. Force Majeure
Sheet Sync is not liable for delays caused by unforeseen events (strikes, natural disasters, pandemics, supply chain issues, internet failures), though customers remain obligated to pay fees.
19. Publicity
Customers may be identified as Sheet Sync clients in marketing materials unless they request written opt-out.
20. Miscellaneous
These Terms constitute the entire agreement and supersede prior understandings. Customers consent to electronic communications. Terms cannot be assigned without written consent; Sheet Sync reserves assignment rights.