END USER LICENSE AGREEMENT (“EULA”)

This end user license agreement (“EULA”) is a legal agreement between you and ShopSync, LLC, and its successors and assigns (“ShopSync”) for the licensing of the ShopSync application (“Software”)

By clicking “I Agree” or a similar box or button during the initial running of the Software or by using the Software you are agreeing to be bound by the terms of this EULA.

If you do not agree to the terms of this EULA then you must promptly remove the Software.

    1. Grant of License. Subject to the provisions of this EULA, ShopSync grants to you a nonexclusive, non-transferrable, revocable, object code license to use the Software for your internal use only.
    2. Ownership. This EULA is not a sale of the Software and ShopSync or its licensors retains title and ownership of the Software and all subsequent copies, including the intellectual property rights therein, regardless of the form or media in or on which the Software or subsequent copies exist.
    3. Copy Restrictions. The Software is copyrighted. Unauthorized copying of the Software or any accompanying written materials is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this EULA. You may copy the Software onto one computer. You are not permitted to make any other copies of the Software. Each copy must contain the Software in its entirety, including this EULA.
    4. Use Restrictions. You may not distribute copies of the Software to third-parties. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software. You may not remove, alter, or obscure any proprietary notices, including trademark or copyright notices, in the Software. You may not use any third-party program to access or link to the data used, collected, maintained, and/or stored in or by the Software without the express written consent of ShopSync. You may not sell, license, or distribute the Software by itself or as a part of a service or product.
    5. Transfer Restrictions. The Software is licensed only to you and may not be transferred to anyone without the prior written consent of ShopSync. If a transfer is authorized, the recipient shall be bound by the terms and conditions of this EULA. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided herein.
    6. Updates. ShopSync may create, from time-to-time, upgrades, modifications, updates, additions, and/or patches to the Software, which may be made available to you while you hold a current and valid license for the Software.
    7. Data Transfer. The Software synchronizes your information between Shopify and Mailchimp. The synchronization process requires transfer of information over a secure connection to servers hosted by Amazon Web Services in the United States. During the transfer the information remains encrypted. Your information is not stored or retained by the Software after the synchronization takes place. You hereby consent to have your Shopify and MailChimp data transferred to the United States for the purpose of synchronizing data between Shopify and MailChimp.
    8. Indemnification. You agree to indemnify, defend and hold ShopSync and its officers, directors, employees, agents and contractors harmless from any loss, cost, expense (including attorney’s fees and expenses), demand, claim, liability, damages or cause of action of any kind or character (collectively referred to as “claim”), in any manner arising out of or relating to any violation or breach of any provision of this EULA by you.
    9. No Warranty. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY. SHOPSYNC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES FOR BREACH OF THE LIMITED WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHOPSYNC EXPRESSLY DISCLAIMS, AND YOU EXPRESSLY WAIVE, ALL OTHER WARRANTIES, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION, OR SAMPLE, AS WELL AS ANY WARRANTIES THAT THE SOFTWARE (OR ANY ELEMENTS THEREOF) WILL ACHIEVE A PARTICULAR RESULT, OR WILL BE UNINTERRUPTED OR ERROR-FREE. THE TERM OF ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW SHALL BE LIMITED TO THE DURATION OF THE FOREGOING EXPRESS WARRANTY PERIOD. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND/OR DO NOT ALLOW LIMITATIONS ON THE AMOUNT OF TIME AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. You agree that neither ShopSync nor any other party has made any representations or warranties, nor have you relied on any representations or warranties, express or implied, including any implied warranty of merchantability or fitness for any particular purpose with respect to the Software. You acknowledge that no affirmation of fact or statement (whether written or oral) made by ShopSync, its representatives, or any other party outside of this EULA with respect to the Software shall be deemed to create any express or implied warranty on the part of ShopSync or its representatives.
    10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHOPSYNC BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM LOSS OF PROFITS, REVENUE, DATA OR USE, OR FROM INTERRUPTED COMMUNICATIONS OR DAMAGED DATA, OR FROM ANY DEFECT OR ERROR OR IN CONNECTION WITH YOUR ACQUISITION OF SUBSTITUTE GOODS OR SERVICES OR MALFUNCTION OF THE SOFTWARE, OR ANY SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY, EVEN IF SHOPSYNC OR ANY OTHER PERSON HAS BEEN ADVISED OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY TO ACHIEVE ITS INTENDED PURPOSE. WITHOUT LIMITING THE FOREGOING OR ANY OTHER LIMITATION OF LIABILITY HEREIN, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, YOUR EXCLUSIVE REMEDY AND THE TOTAL LIABILITY OF SHOPSYNC OR ANY SUPPLIER OF SERVICES TO SHOPSYNC FOR ANY CLAIMS ARISING IN ANY WAY IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, THE SOFTWARE, FOR ANY CAUSE WHATSOEVER, SHALL NOT EXCEED $100.
    11. Termination. ShopSync may terminate this EULA if you fail to comply with the provisions of this EULA. If this EULA terminates then all licenses granted under this EULA immediately terminate. If this EULA terminates you must remove all copies of the Software installed on your computers.
    12. Choice of Law. This EULA is governed by the laws of the State of Tennessee, without regard to choice of law provisions to the contrary. The application of the U.N. Convention on Contracts for the International Sale of Goods is specifically disclaimed and shall not govern or apply to the Software provided in connection with this EULA, including the warranty terms herein. The sole and exclusive jurisdiction and venue for any actions concerning the enforcement, construction, or interpretation of this EULA shall be in the Chancery or Circuit Courts of Knox County, Tennessee, or in the Federal District Court for the Eastern District of Tennessee, Northern Division, sitting in Knoxville, Tennessee.
    13. Headings. The headings of the sections of this EULA are for convenience only, and in no way limit or affect the terms and conditions or the meaning or interpretation of this EULA.
    14. Severability. If any provision of this EULA is held to be invalid or unenforceable then that provision will be altered or limited such that it is enforceable and corresponds to the original provision as closely as possible. An invalid or unenforceable provision of this EULA shall not affect the validity of the remaining provisions of this EULA.
    15. Assignment. ShopSync may assign the rights of ShopSync hereunder without prior notice to you and upon such assignment, ShopSync shall be released from all liability hereunder. You may not delegate, assign, or sublicense this EULA without the prior written consent of ShopSync, such consent to be granted or withheld in ShopSync’s sole and absolute discretion, and any such delegation or assignment shall be ineffective.
    16. Waiver. Waiver by either party of a breach of any provision contained in this EULA shall not constitute or be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.
    17. Time To File Lawsuit Or Other Action. You agree to file any lawsuit or other action you may have against ShopSync or its agents, employees, subsidiaries, affiliates or parent companies within one (1) year from the date of the event that caused the loss, damage or liability or be forever barred.
    18. Completeness. This EULA sets forth the entire understanding between you and ShopSync with respect to the matters set forth herein and supersedes all previous licenses, agreements, and representations with respect to the Software.

If you have questions about this EULA you may contact ShopSync at legal@shopsync.com.