Aerosync terms of service

AEROSYNC TERMS OF SERVICE

These Aerosync Terms of Service ("Terms") govern your use of Aerosync ("Service") provided by Aero Payments, Inc. ("Aeropay", "we", "us", or "our"). By accessing or using the Service, you ("Client") agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Service description and license

1.1 Aerosync is a data aggregation software platform that allows retrieval of financial information about your customers with their consent.

1.2 Subject to these Terms, Aeropay grants Client a non-exclusive, non-transferable license to:
a) Use the Service for Client's internal business purposes
b) Permit authorized end users ("Consumers") to access the Service
c) Use Aeropay materials solely in conjunction with authorized use of the Service

1.3 Restrictions. Client shall not:
a) Sell, resell, rent, lease, sublicense or distribute the Service
b) Modify, derive, reverse engineer, decompile or create derivative works of the Service
c) Use the Service to build a competitive product
d) Remove or alter any proprietary notices on the Service
e) Use the Service or output for any unlawful purpose

2. Data usage and privacy

2.1 Client is responsible for obtaining all necessary consents from Consumers for Aeropay to process Consumer data in accordance with Aeropay's privacy policy.

2.2 Client grants Aeropay a license to use Consumer data as necessary to provide the Service and generate anonymized, aggregated data.

2.3 Client shall comply with all applicable data protection laws and regulations regarding Consumer data.

3. Security and access

3.1 Client is responsible for maintaining the security of account credentials and for all activities occurring under its account.

3.2 Client shall implement reasonable security measures to protect Consumer data accessed through the Service.

3.3 Aeropay may suspend access to the Service without liability if it reasonably believes there is a security threat or violation of these Terms.

4. Compliance and audits

4.1 Client shall comply with Aeropay's compliance policies and programs, and shall provide information requested by Aeropay to verify compliance.

4.2 Aeropay reserves the right to conduct compliance reviews and audits of Client's use of the Service.

5. Fees and payment

5.1 Client agrees to pay all fees specified in the applicable Order Form. Fees are due within 30 days of invoice date.

5.2 Aeropay may suspend the Service if payment is not received within 30 days of the due date.

5.3 All fees are exclusive of applicable taxes, which are the Client's responsibility.

6. Term and termination

6.1 These Terms remain in effect until terminated by either party.

6.2 Either party may terminate for material breach if not cured within 30 days of written notice.

6.3 Aeropay may terminate immediately if Client violates Sections 1, 2, 3, 4 or 5 of these Terms.

6.4 Upon termination, Client shall cease all use of the Service and delete all Aeropay materials.

7. Warranties and discplaimersS

7.1 AEROPAY PROVIDES THE SERVICE "AS IS" AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 Aeropay does not warrant that the Service will be uninterrupted or error-free.

8. Limitation of liability

8.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AEROPAY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM.

8.2 AEROPAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

9. Indenification

Client will indemnify, defend and hold harmless Aeropay from and against all claims, damages, losses, liabilities, costs and expenses arising from:
(a) Client's use of the Service
(b) Client's violation of these Terms
(c) Client's violation of any third-party rights
(d) Any dispute between Client and a Consumer

10. Miscellaneous

10.1 These Terms constitute the entire agreement between the parties and supersede all prior agreements.

10.2 These Terms are governed by the laws of the State of Illinois.

10.3 Any disputes shall be resolved by binding arbitration in Chicago, Illinois.

10.4 Aeropay may modify these Terms at any time by providing notice to Client. Continued use of the Service constitutes acceptance of modified Terms.

10.5 Neither party may assign these Terms without the other party's written consent, except Aeropay may assign to an affiliate or successor.

By using the Aerosync Service, you agree to these Terms of Service.

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