01 Jan 2025 Platform Terms

These Platform Terms (“Platform Terms”) govern access to and use of the HepnerSync platform and related services. These terms are incorporated by reference into any agreement, statement of work, proposal, order form, or subcontract (collectively, “Agreements”) executed with Inventory Sync LLC, doing business as HepnerSync.

By accessing, using, or receiving services related to the Platform, you agree to be bound by these Platform Terms.

1. Parties

These Platform Terms are entered into between:

Inventory Sync LLC, doing business as HepnerSync (“HepnerSync,” “Company,” “we,” “us,” or “our”)

and

The organization, entity, or individual accessing or using the Platform (“Customer,” “you,” or “your”).

2. Definitions

Platform
The HepnerSync software-as-a-service environment, including all current and future applications, modules, APIs, integrations, automations, and related services.

Application
Any individual product or module within the Platform, including but not limited to InventorySync, DataSync, AnalyticSync, Reach, and future offerings.

Product Agreement
Any application-specific agreement, addendum, proposal, or subcontract governing use of a particular Application.

Customer Data
All data, content, records, or information provided, transmitted, accessed, or processed by or on behalf of Customer through the Platform.

Third-Party Systems
Any external systems not owned or controlled by HepnerSync, including ERP systems, accounting software, CRMs, eCommerce platforms, or distributor systems.

3. Platform Scope and Relationship

These Platform Terms establish the general legal framework governing all use of the Platform.

Use of any specific Application may also be subject to a Product Agreement. In the event of a conflict, the Product Agreement governs only for that specific Application.

These Platform Terms apply once executed or accepted and extend to all current and future use of the Platform.

4. Access Authorization and Customer Responsibilities

Customer represents and warrants that it has full authority to grant HepnerSync access to any required Third-Party Systems, including credentials, API access, tokens, and administrative permissions.

HepnerSync relies on Customer’s authorization and is not responsible for verifying such authority.

Customer assumes full responsibility for:

  • Unauthorized access

  • Misrepresentation of permissions

  • Violations of third-party terms or agreements

5. Data Handling and Ownership

Customer retains all ownership rights in Customer Data.

Customer grants HepnerSync a limited, non-exclusive right to access, process, transmit, and store Customer Data solely for the purpose of delivering and improving the Platform.

Unless explicitly stated in a Product Agreement, the Platform is not a system of record.

Customer is solely responsible for the accuracy, legality, and compliance of its data.

6. Security and Availability

HepnerSync implements commercially reasonable safeguards to protect Customer Data.

However:

  • No system is completely secure

  • Continuous availability is not guaranteed

HepnerSync is not responsible for issues arising from Third-Party Systems or Customer-managed environments.

7. Regulatory Responsibility

HepnerSync does not assume the role of data controller or processor under regulations such as GDPR or CCPA unless explicitly agreed in writing.

Customer is solely responsible for determining and complying with all applicable regulatory requirements.

8. Intellectual Property

All rights, title, and interest in the Platform and its components remain with HepnerSync.

No rights are granted except those explicitly stated.

Customer may not:

  • Copy or reproduce the Platform

  • Reverse engineer or decompile

  • Modify or create derivative works

9. Fees and Billing

Fees and billing terms are defined in applicable Product Agreements, proposals, or order forms.

HepnerSync may modify pricing or offerings in accordance with those agreements.

10. Third-Party Dependencies

The Platform may depend on Third-Party Systems.

HepnerSync does not guarantee:

  • Continued compatibility

  • Availability of third-party services

Third-party outages or changes do not constitute a breach of these Platform Terms.

11. Disclaimer of Warranties

The Platform is provided “as is” and “as available,” without warranties of any kind, whether express or implied.

12. Limitation of Liability

To the maximum extent permitted by law:

HepnerSync is not liable for indirect, incidental, or consequential damages, including loss of data, revenue, or business operations.

Total liability is limited to the amount paid by Customer to HepnerSync in the twelve months preceding the claim.

13. Indemnification

Customer agrees to indemnify and hold harmless HepnerSync from any claims arising from:

  • Use of the Platform

  • Violation of law

  • Breach of these Platform Terms

14. Termination Effect

Termination of a Product Agreement does not terminate these Platform Terms unless all use of the Platform has ceased.

15. Modifications

HepnerSync may update these Platform Terms with notice.

Continued use of the Platform constitutes acceptance of updated terms.

16. Governing Law

These Platform Terms are governed by the laws of the State of Wisconsin.

Venue is established in Brown County, Wisconsin.

17. Entire Agreement

These Platform Terms, together with all applicable Product Agreements, constitute the entire agreement between the parties regarding the Platform.