Terms ofService

1.1 Subscription Grant:

Subject to all limitations and restrictions contained herein and the Terms of Agreement, GhostSync grants Customer a subscription, software as a service ('SaaS'), nonexclusive, and nontransferable right to access and operate the object code form of Applications (and use its Documentation) as hosted by GhostSync as described in the Terms of Agreement ("Use") and solely to perform those functions described in the Documentation.

1.2 Use:

Customer will have a limited right to Use the Application solely for its internal business purposes, to perform the functions described in the Documentation. Customer shall not allow any website that is not fully owned by Customer to frame, syndicate, distribute, replicate, or copy any portion of Customer's website that provides direct or indirect access to the Application. Unless expressly permitted in the Terms of Agreement, Customer shall not permit any subsidiaries, affiliated companies, or third parties to access the Software.

1.3 Subscription Type:

Unless otherwise specifically stated in the Terms of Agreement, the type of subscription granted will be one of the following:

• • Solo Ghost Subscription – the Application may be used by a single authorized individual ghostwriter for internal business purposes only.
• • Ghostwriting Agencies Subscription – the Application may be used by multiple employees or contractors of a ghostwriting agency, limited to the number of Authorized Users specified in the Terms of Agreement.
• • Publisher Subscription – the Application is limited to the number of Authorized internal users within a publishing house solely for the internal use and benefit of the Customer, subject to these SaaS Terms.

Any scope of subscription other than the above must be expressly designated and defined in the Terms of Agreement.

2.1 Fees:

Customer shall pay GhostSync the fees indicated in the Subscription Terms of Agreement.

2.2 Taxes:

All fees exclude taxes. Customer shall reimburse GhostSync for any applicable sales, VAT, or use taxes, excluding GhostSync's income taxes.

3.1 Service Availability:

GhostSync will use reasonable efforts to achieve its availability goals.

3.2 Support Services:

Upon payment of the relevant fees, Customer may receive certain support services as specified in the Terms of Agreement.

3.3 Service Levels Disclaimer:

Unless otherwise specified in a separate SLA, GhostSync does not guarantee uninterrupted service.

4.1 Reservation of Rights:

Customer acknowledges it has no ownership interest in the Software.

4.2 Marks and Publicity:

Each party retains its own trademarks. GhostSync may list Customer as a client unless otherwise agreed.

5.1 Definition:

"Confidential Information" includes all information marked pursuant to this Section and disclosed by either party, before or after the Quote Term Start Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.

5.8 Data Protection and Privacy:

GhostSync will maintain safeguards to protect Customer Data and comply with applicable data protection laws.

5.9 Data Breach Notification:

In the event of a confirmed data breach, GhostSync will notify Customer without undue delay.

6.1 No Malicious Code:

To the knowledge of GhostSync, the Application does not contain malicious code.

6.2 Authorized Representative:

Each party warrants it has the authority to enter this Agreement.

6.3 Disclaimer of Warranties:

Except as expressly stated, the Software is provided "as is" without warranties of merchantability, fitness for a purpose, or noninfringement.

6.4 Modifications:

All warranties are void if Customer modifies the Software without GhostSync's approval.

6.5 Beta Features Disclaimer:

Beta or experimental features are provided "as is" with no warranties.

7.1 Service Provider Indemnity:

Service Provider will defend at its expense any cause of action brought against Customer, to the extent that such cause of action is based on a claim that the Application, as hosted by Service Provider to Customer, infringes a United States patent, copyright, or trade secret of a third party.

7.2 No Liability:

Service Provider will have no liability for any claim of infringement based on modifications, third-party software integration, or use outside permitted scope.

7.3 Customer Indemnity:

Customer agrees to defend, indemnify, and hold Service Provider harmless from claims arising from Customer's breach of obligations, negligence, or misuse of the Application.

8.1 Liability Cap:

Neither party will be liable for damages exceeding the amount of fees paid by Customer over a twelve-month period preceding the claim.

8.2 Disclaimer of Damages:

Service Provider will not be liable for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind.

9.1 Subscription Term:

The term will continue until termination of the last Quote, with automatic renewal unless Customer provides 60 days written notice of intent not to renew.

9.2 Termination by Service Provider:

Service Provider may terminate for payment defaults, material breaches, or bankruptcy proceedings.

9.3 Termination by Customer:

Customer may terminate on 90 days written notice if Service Provider fails to perform material obligations and fails to cure within the notice period.

10.1 Compliance:

Customer agrees to comply with all applicable laws, regulations, and ordinances relating to these SaaS Terms.

10.2 Authorized Users:

Customer shall inform Authorized Users of their rights and obligations and maintain appropriate security measures.

10.3 Acceptable Use:

Customer agrees not to use the Software for illegal purposes, upload malicious content, harass others, violate third-party rights, or attempt unauthorized access.

11.1 Assignment:

Customer may not assign these SaaS Terms or otherwise transfer any right created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Service Provider. Any purported assignment of these SaaS Terms, or any rights in violation of this Section will be deemed void. Service Provider may assign these SaaS Terms, sub-contract or otherwise transfer any right or obligation under these SaaS Terms to a third party without the Customer's prior written consent.

11.2 Foreign Nationals:

Customer acknowledges that Service Provider employs foreign nationals, and that these foreign national employees will work, on Service Provider's behalf, to perform its obligations and services hereunder.

11.3 Affiliates and Third Parties:

At the direction and sole discretion of Service Provider, affiliates of Service Provider (the "Service Provider Affiliates") may perform certain tasks related to Service Provider's obligations and rights under the Quote and the Master Agreement, including, but not limited to, invoicing, payment, technical support, project management and/or sales support. Customer hereby consents to the Service Provider Affiliates' role. Customer further agrees and acknowledges that Service Provider and Customer are the only parties to the Quote and the Master Agreement, and that any action taken by Service Provider Affiliates in connection with the performance of Service Provider's obligations under the Quote and the Master Agreement will not give rise to any cause of action against the Service Provider Affiliates, regardless of the theory of recovery. Service Provider shall at all times retain full responsibility for Service Provider Affiliates' compliance with the applicable terms and conditions of the Quote and the Master Agreement. Service Provider will have the right to use third parties, including offshore entities who employ foreign nationals, as well as employees and contractors of Service Provider Affiliates and subsidiaries, who may also be foreign nationals (collectively, "Subcontractors") in the performance of its obligations hereunder and, for purposes of these SaaS Terms, all references to Service Provider or its employees will be deemed to include such Subcontractors. Service Provider will have the right to disclose Customer Confidential Information to such third parties provided such third parties are subject to confidentiality obligations similar to those between Service Provider and Customer.

11.4 Technical Data:

Customer shall not provide to Service Provider any technical data as that term is defined in the International Traffic in Arms Regulations ("ITAR") at 22 CFR 120.10. Customer shall certify that all information provided to Service Provider has been reviewed and scrubbed so that all technical data and other sensitive information relevant to Customer's ITAR regulated project has been removed and the information provided is only relevant to bug reports on Service Provider products.

11.5 Compliance with Laws:

Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party's performance under these SaaS Terms.

11.6 Survival:

The provisions set forth in Sections 2, 4, 5, 6.4, 8, 9.3, 9.4 and 11 of these SaaS Terms will survive termination or expiration of these SaaS Terms and any applicable license hereunder.

11.7 Notices:

Any notice required under these SaaS Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the Quote or to such other address as the parties may designate in writing. Any notice of material breach will clearly define the breach including the specific contractual obligation that has been breached.

11.8 Force Majeure:

Service Provider will not be liable to Customer for any delay or failure of Service Provider to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Service Provider. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.

11.9 Restricted Rights:

Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. Customer shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when accessed by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such access.

11.10 Entire Agreement:

These SaaS Terms together with the documents referenced herein constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein. All terms respecting the subject matter of the SaaS Terms and contained in purchase orders, invoices, acknowledgments, shipping instructions, or other forms exchanged between the parties will be void and of no effect.

11.11 Modifications:

The parties agree that these SaaS Terms cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.

11.12 Non-solicitation:

During the term of these SaaS Terms and for a period of two (2) years thereafter, Customer agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Service Provider without the prior written consent of Service Provider. Customer further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Service Provider for a period of one (1) year from such former employee's or Subcontractor's last date of service with Service Provider. Violation of this provision will entitle Service Provider to liquidated damages against Customer equal to two hundred percent (200%) of the solicited person's gross annual compensation.

11.13 Headings:

Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof.

11.14 No Waiver:

No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

11.15 Severability and Reformation:

Each provision of these SaaS Terms is a separately enforceable provision. If any provision of these SaaS Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these SaaS Terms to remain in effect in accordance with its terms as modified by such reformation.

11.16 Independent Contractor:

Service Provider is an independent contractor and nothing in these SaaS Terms will be deemed to make Service Provider an agent, employee, partner, or joint venture partnership of Customer. Neither party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.

11.17 Interpretation:

The Parties acknowledge and agree that the Parties are sophisticated parties engaging in a fully negotiated commercial transaction with ample review of terms prior to execution. Any dispute term contained in this Agreement will thus not be interpreted against Service Provider and the Service Provider will not be accorded Drafter Status with respect to this Agreement or related terms.

11.18 Governing Law; Venue:

The laws of the State of Georgia shall govern this Agreement. The parties agree that the federal and state courts located in Fulton County, Georgia, USA will have exclusive jurisdiction. Mediation will be held in Atlanta, Georgia, USA.

11.19 Dispute Resolution:

11.20 Export Control and Sanctions:

Customer may not use the Software in violation of U.S. export control laws or sanctions.