Last updated: May 20, 2024
These Terms of Service (“Terms”) are a binding agreement between you (“Customer”) and OnSync, Inc., a Wyoming, USA corporation (“OnSync,” “we,” “us,” or “our”). By creating a workspace, accessing our website, installing our apps, or otherwise using the Services, you agree to these Terms, our Privacy Policy, and any service-specific documentation or order forms. If you are using the Services on behalf of an organization, you represent that you have authority to bind that entity, and “Customer” refers to the entity.
We provide the Services globally but operate from the United States. Certain features may be subject to regional policies, third-party terms (such as Meta's WhatsApp Business Platform policy), or export restrictions. If you do not agree with these Terms, do not use the Services.
OnSync provides messaging orchestration, automations, analytics, and integrations designed primarily for WhatsApp Business communications. We may enhance or modify features from time to time, provided that such changes do not materially degrade the core functionality in effect during your subscription term. We may offer beta or preview features identified as experimental and provided “as is.”
From time to time we may need to perform scheduled or unscheduled maintenance. We aim to give reasonable notice when practicable. We may also establish reasonable limits on storage, message throughput, or API calls to protect platform stability.
You must use the Services in compliance with all applicable laws, platform policies (including WhatsApp Business Terms, the Meta Commerce and Business Policies, and anti-spam rules), and industry guidelines relevant to your recipients. You will obtain all necessary consents before importing contacts or triggering outreach and will honor opt-out requests without undue delay.
The Services may not be used to transmit malicious code, abuse, harassment, material that infringes intellectual property, or content that violates export, sanctions, or privacy laws. You may not perform penetration testing, reverse engineering, or benchmarking without our written permission, nor may you resell the Services without an authorized reseller agreement.
We reserve the right to suspend or throttle access when we reasonably believe that Customer data or behavior violates these Terms or poses a risk to the Services, other customers, or third parties. We will use commercially reasonable efforts to notify you before taking action unless immediate suspension is required.
Access to paid Services is provided on a subscription basis (monthly or annually) listed at checkout, in an ordering document, or via a reseller. Fees are exclusive of taxes, duties, or government charges, which you agree to pay. Unless otherwise stated, subscriptions renew automatically at the then-current rate. You may cancel renewal by following in-app instructions or contacting billing@onsync.com before the renewal date.
Payments processed through Stripe or another provider are subject to their terms. Late fees may incur interest at the lesser of 1.5% per month or the maximum allowed by law. We may suspend the Services for unpaid amounts upon reasonable notice. Except as expressly provided in these Terms or required by law, fees are non-refundable.
“Customer Content” means messages, contact data, files, and configuration information submitted to the Services. As between the parties, you retain all rights to Customer Content. You grant OnSync and its subprocessors a worldwide, non-exclusive license to host, store, transmit, and display Customer Content solely to provide and support the Services. You acknowledge that we may disclose Customer Content when required by WhatsApp/Meta policies or lawful government requests, but we will provide notice where legally permitted.
When we process personal information in Customer Content, we act as a processor to you as the controller. The parties will enter into our Data Processing Addendum upon request, which is hereby incorporated by reference. The DPA includes details about subprocessors, security measures, and cross-border transfer safeguards.
Our collection and use of personal information is described in the Privacy Policy. By using the Services you acknowledge that information will be processed in the United States and other locations where we or our subprocessors operate. We implement safeguards aligned to industry best practices and will notify you of security incidents in accordance with our DPA and applicable law.
You are responsible for configuring privacy settings, access controls, and retention policies appropriate for your organization, as well as for honoring individual rights requests related to Customer Content. Our team will provide reasonable assistance to help you meet regulatory obligations.
The Services may interoperate with third-party products (for example, WhatsApp Business API, Meta, Google, Zapier, Stripe, or CRMs). You control whether to enable those integrations. We do not control and are not responsible for third-party terms or data-use practices, so review those policies carefully. If a third-party service becomes unavailable or materially changes, we may modify or discontinue the affected integration without liability.
OnSync and its licensors own all rights, title, and interest in the Services, including software, documentation, designs, logos, and derivative works. Except for the limited license granted herein, no other rights are conveyed.
If you provide feedback, ideas, or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use and exploit that feedback for any purpose without restriction or obligation.
Each party may receive non-public information marked or reasonably understood as confidential (“Confidential Information”). The receiving party will protect Confidential Information with the same diligence it uses for its own similar information (but no less than reasonable care) and will use it solely to fulfill this agreement. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was already known to the receiving party, or is independently developed. Each party may disclose Confidential Information as required by law after giving reasonable notice, if permitted.
Each party represents that it has the authority to enter into these Terms and will comply with applicable laws. You further represent that you have obtained all necessary rights and permissions to submit Customer Content and to communicate with your recipients through the Services.
EXCEPT AS EXPRESSLY PROVIDED IN AN ORDER FORM, THE SERVICES AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ONSYNC DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
You will defend, indemnify, and hold harmless OnSync and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer Content, your violation of these Terms, or your use of the Services in breach of law or third-party rights.
OnSync will defend and indemnify you against third-party claims alleging that the Services infringe any U.S. patent, copyright, or trade secret, provided you promptly notify us in writing, allow us to control the defense, and cooperate as reasonably requested. We may, at our discretion, modify the Services, procure replacement rights, or terminate the affected Services with a pro-rata refund. We have no obligation for claims arising from combinations, modifications, or use of the Services not authorized by us.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION DUTIES, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES PAID OR PAYABLE BY CUSTOMER TO ONSYNC FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT.
You represent that neither you nor your affiliates are located in, organized under the laws of, or controlled by a jurisdiction that is subject to comprehensive U.S. sanctions, and you are not listed on any U.S. government restricted-party list. You will not permit users to access or use the Services in violation of export, sanctions, or anti-terrorism laws. We may immediately suspend or terminate access if we believe you are engaged in prohibited use.
These Terms are governed by the laws of the State of Wyoming and the United States, without regard to conflict of law principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming, for any dispute that is not subject to arbitration. Each party waives any objection to venue or forum non conveniens.
Prior to filing suit, the parties will attempt in good faith to resolve disputes through executive-level discussions. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect confidentiality or intellectual-property rights. Nothing in this section limits statutory rights available to consumers where required by law.
We may update these Terms from time to time. If we make material changes, we will notify you via email or in-app message with reasonable notice before the changes take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Services and, if applicable, cancel your subscription.
Questions about these Terms or any legal request can be sent to: