Terms of Service for SaySync

Last update: April 1st, 2024

We respectfully request that you thoroughly review these Terms of Service and our Privacy Policy prior to utilizing any services associated with SaySync, offered by Bayrich UG (haftungsbeschränkt).

The Terms of Service herein delineate the obligatory legal stipulations overseeing your access to and utilization of the services provided by SaySync. Should you have any inquiries or require further clarification, kindly reach out to us at [email protected].

1. Terms of Service

1. We, Bayrich UG (haftungsbeschränkt), (hereinafter referred to as "Bayrich UG" and "We", "we") operate the SaySync app that is accessible through https://saysync.co (the "website").
2. By accepting these Terms of Service, the client of Bayrich UG ("You", "you", "User") agree to adhere to the Terms of Service and the duties and privileges contained herein.
3. In order for you to use SaySync, you must first agree to these Terms of Service. Please review the Terms of Service as well as any other information notified to you by Bayrich UG before using our Services.
4. You can accept the Terms of Service by clicking to accept the Terms of Service, where this option is made available to you by the user interface when you are using this service.

2. General Provisions and Definitions (unless specifically stated otherwise)

1. "Customer" refers to the individual or entity that subscribes to the Services offered. This term encompasses legal entities, trustees, or subcontractors acting on behalf of the customer, provided they have been authorized to do so. A customer may secure subscriptions for multiple users.
2. "You", "User" signifies the individual who utilizes the Services and consents to the Terms of Service. It should be noted that a Customer can also serve as a User.
3. "Terms of Service" encapsulates this contract, inclusive of any future modifications and revisions that may be applied over time.
4. "Business day" is identified as any day from Monday through Friday, excluding bank or public holidays observed in Germany.
5. "Personal data" is recognized as any information relating to an identified or identifiable natural person as per Article 4(1) of the REGULATION (EU) 2016/679 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 27 April 2016 concerning the protection of individuals with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), superseding Directive 95/46/EC, and that is processed by us or our subcontractors under these Terms of Service.
6. "Data Protection Laws" encompasses all laws relevant to the processing of Personal Data, including the GDPR.
7. "Force Majeure Event" denotes any event or sequence of interconnected events beyond the reasonable control of the affected party. This includes, but is not limited to, Internet or public telecommunications network outages, cyber-attacks, denial of service attacks, virus or other malicious software incidents, power disruptions, industrial actions impacting any third party, legislative changes, natural disasters, explosions, fires, floods, riots, acts of terrorism, and conflicts.
8. "App", "Add-in", "Extension", "SaySync" collectively refer to the comprehensive system comprising:
   1. the SaySync app listed on Pipedrive Marketplace;
   2. the SaySync Chrome extension needed for it to function. The Chrome extension will add a sidebar to your Chrome browser.
   3. the SaySync Outlook add-in needed for it to function. The Outlook add-in will add a sidebar to the email view in Outlook.
   4. the SaySync website
9. "Services" denote any and all services related to the SaySync application that Bayrich UG commits to providing to you, or is obligated to provide, as outlined and subsequently agreed upon on the website.

3. Applicability of Terms

1. These Terms of Service are intended to outline the overarching terms and conditions under which you are granted access to, and permitted use of, the services associated with the SaySync application provided by Bayrich UG. Furthermore, these Terms of Service establish a legally enforceable agreement between Bayrich UG and you. They represent the full and exclusive agreement concerning the matters herein between you and Bayrich UG, to the exclusion of any other terms unless those terms are explicitly mentioned within these Terms of Service or are formalized through written agreement between the parties.
2. If you have not reached the legal age of majority in your country of residence, as required to enter into binding agreements with Bayrich UG, you are not eligible to agree to these Terms of Service.
3. For clarification within these Terms of Service, the term "including" or "includes" should be understood as "including, but not limited to" or "includes, without limitation" respectively. Additionally, terms indicating the singular number also encompass the plural, and vice versa.

4. Account Creation and Agreement Formation

1. To access and utilize the SaySync application provided by Bayrich UG, you are required to first download and install the SaySync extension via the Chrome Web Store for Chrome and/or the SaySync add-in via the Microsoft AppSource for Outlook. Following this, you must consent to the Terms of Service to initiate the trial version of the app, which will be accessible for a duration of 7 days. To continue usage beyond the trial period, you must opt for one of the available subscription options.
2. It is prohibited to form a contract under a fictitious name or by providing false or inaccurate information. In the event of any changes to your personal details, you are obligated to promptly update your information and notify Bayrich UG of such changes.
3. During the account creation phase, you will be prompted to consent to the Terms of Service by selecting "I agree to the Terms of Services and the Privacy Policy." as part of the registration for new users. It is imperative that you review the Terms of Service thoroughly prior to agreeing. By selecting "I agree to the Terms of Services and the Privacy Policy." or any similar affirmation, you commit to adhering to and being legally bound by these Terms, including all obligations and regulations contained therein. Should you disagree with the Terms or choose not to be bound by them, you must refrain from affirming your agreement. By proceeding, you acknowledge that the Terms of Service encompass all aspects of usage and services provided by Bayrich UG to you.
4. Bayrich UG reserves the right, at its discretion, to deny the formation of this agreement without the need to furnish any justification. In such instances, any personal data already provided by you will be deleted in adherence to applicable laws.
5. By accepting these Terms of Service, you also consent to the use of electronic communication for the formation of contracts, the procurement of services from Bayrich UG, and the receipt of notices and transactional documents related to this agreement. Furthermore, you agree, as permitted by applicable laws, to relinquish any entitlements or requirements for manual (non-electronic) signatures or for the maintenance of records in non-electronic formats.
6. You are encouraged to retain a copy of these Terms of Service by saving a digital copy, printing them, or by any other means deemed suitable.
7. This Agreement's purpose is to stipulate the reciprocal responsibilities associated with the utilization of SaySync.
8. Bayrich UG commits to continuous improvement of its offerings and, as such, may adjust technical features occasionally to support this objective. Therefore, you acknowledge that the functionality of SaySync may be subject to variation. Details on technical prerequisites and feature specifications for SaySync usage are provided on our website.

5. Utilization of Third-Party Service Providers

1. You hereby grant explicit authorization and recognize that Bayrich UG may engage third-party service providers (outsourcers) in the delivery of Services to you.
2. Bayrich UG commits to ensuring that any third-party service providers engaged to perform Services will act strictly in accordance with Bayrich UG's explicit written directions.
3. Bayrich UG guarantees that all third-party service providers will be chosen with careful consideration and are required to adhere to the stipulations of these Terms of Service as well as all pertinent laws and regulations.
4. Information pertaining to the identities and relevant details of the third-party service providers to whom Bayrich UG has outsourced its Services can be found in the Privacy Policy. Additionally, Bayrich UG reserves the right to employ independent contractors (freelancers) on a temporary basis. Upon your request, we are prepared to furnish specific information regarding any freelancers engaged by Bayrich UG, subject to your expressed interest.
5. You are entitled to raise objections to the engagement of any third-party service providers. In the absence of any objections from you within 7 days following the notification of engagement, replacement, or addition of a third-party service provider, such engagement will be considered as having received your tacit approval. Should you lodge an objection within this timeframe, Bayrich UG is committed to engaging with you to address your concerns reasonably and to seek a resolution in good faith.
6. The responsibilities and obligations of Bayrich UG, as outlined in these Terms of Service towards its users, are also incumbent upon the third-party service providers engaged by Bayrich UG.

6. Data Protection

1. The Privacy Policy of Bayrich UG is an integral component of these Terms of Service and delineates contractual obligations designed to safeguard the privacy and security of data transferred to Bayrich UG by you and other users for processing purposes.
2. Bayrich UG has implemented requisite technical and organizational measures to secure this information against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, thereby ensuring compliance with the standards outlined in Bayrich UG's Privacy Policy.
3. Bayrich UG commits to maintaining confidentiality concerning any information received from you. Such information shall not be disclosed to any third parties, except as necessitated under the provisions related to the engagement of third-party service providers, or as required by legal or regulatory mandates. In such instances, disclosure will be limited strictly to what is required.

7. Withdrawal Rights for Customers and Users

1. In accordance with these Terms of Service, you possess the right to formally inform Bayrich UG via written communication (for instance, through letter, fax, or email) of your decision to rescind this Agreement. This notification must be made within fourteen (14) days following the date on which the Agreement was entered into. Such withdrawal can be executed without the need to pay any compensation or penalty and without the necessity of stating any reason for the withdrawal. All correspondences for this purpose should be directed to [email protected].

8. Obligation to Compensate

1. By agreeing to these Terms of Service, you commit to compensating Bayrich UG and ensuring it remains unscathed from any claims, responsibilities, and expenses (this includes legal fees and other expenses related to defense) arising from claims of damage caused by:
   1. The violation of other users' or third parties' rights, including those of governmental bodies, as a result of content you have uploaded to SaySync or through your utilization of SaySync;
   2. Your failure to adhere to these Terms of Service or your infringement of any laws, regulations, or directives mentioned herein;
   3. Your unauthorized or improper use of SaySync or any component of it;

This does not affect any additional rights and remedies, including claims for damages, that Bayrich UG may be entitled to.

9. Limitations of Warranty and Liability

1. Bayrich UG commits to fulfilling its responsibilities under these Terms of Service with appropriate diligence and expertise. It is understood that Bayrich UG's obligations are to be executed based on a standard of "commercially reasonable efforts". Additionally, Bayrich UG shall not be held accountable for any disruptions, unavailability, or degradation in the quality of the services, or any portion thereof, attributable to circumstances beyond our control. This includes, but is not limited to, scenarios involving reliance on services from other operators or providers, where Bayrich UG will not bear responsibility for any actions or inactions of such third parties.
2. Bayrich UG will not be liable for any non-fulfillment or delay in performance caused by events of force majeure.
3. Any advice or information, whether conveyed orally or in writing, obtained from Bayrich UG or through our representatives, does not constitute a warranty beyond what is expressly outlined in these Terms of Service.
4. Bayrich UG's liability is limited, excluding cases of deliberate misconduct or gross negligence, or in instances of bodily harm resulting from a defect in the services rendered. Bayrich UG will not be liable for any indirect damages, including but not limited to loss of profits, loss of data, loss of intangible assets, or for any damages that were unforeseeable (both in nature and magnitude) resulting from the usage or inability to use SaySync, unauthorized access by a third party, or any other issues pertaining to SaySync.
5. You acknowledge that you are more suitably positioned to anticipate and assess any potential loss or damage you might experience in connection with the services provided by Bayrich UG, and as such, agree that the stipulated exclusions and limitations of liability are justifiable. You are also obligated to take all reasonable measures to minimize any such damages or losses.

10. Pricing and Payment Terms

1. The prices associated with the utilization of SaySync Services are determined by the pricing structure in effect at the time you procure the services, as displayed on the website. Full payment is requisite for the ongoing provision of the Services.
2. You consent to remit all fees pertinent to the Services procured by you, in addition to any taxes or charges that may accumulate in connection with your acquisition of the Services. You may incur additional expenses due to foreign exchange rates or price variances based on geographic location. The obligation to cover any such extra costs rests with you.
3. Bayrich UG reserves the right to modify SaySync's prices at its discretion and without prior notification to its users. Adjustments in pricing will affect you only if your subscription has concluded and you decide to renew. If your subscription remains active during a price adjustment, the original price paid will continue to apply.
4. Should you fail to meet any payment obligations (effective immediately upon the first missed payment), we reserve the right to restrict access to SaySync and/or terminate our contractual relationship with you forthwith.
5. You will receive invoices via email to verify your purchase of our services. Furthermore, the procedure for downloading invoices is available on the website for your convenience.
6. We also maintain the right to pursue additional remedies in cases of payment default.
7. All payments are processed through Stripe.

11. Agreement Duration and Cancellation

1. The term of your agreement is contingent upon the payment model you select, either a monthly subscription or a one-time payment for lifetime access.
2. Contracts for a definite period of time or lifetime access will remain effective until the conclusion of the specified term or for the lifetime of the product, respectively. Such agreements will not auto-renew unless expressly stated otherwise.
3. Should you choose to cancel an ongoing subscription, you will retain access to the services until the expiry of the current billing cycle, regardless of whether your subscription was monthly or for lifetime access.
4. Bayrich UG reserves the right, upon giving reasonable advance notice through legal summons or action, to terminate this agreement and your contract with immediate effect by dispatching an email to the address you provided upon agreeing to these Terms of Service.
5. Refunds, where applicable, will be processed using the original payment method or through another mutually agreed-upon method.
6. Bayrich UG may terminate the contract with you under the following conditions:
   1. If you significantly violate any clause of the Terms of Service (or demonstrate behavior indicating an unwillingness or inability to adhere to the Terms of Service) and, in cases where the breach is rectifiable, Bayrich UG determines that you have failed to rectify the breach within fourteen days following notification; or
   2. If termination is mandated by legal obligations;
   3. In the event of either party becoming insolvent; engaging in any agreement, scheme, or arrangement for the benefit of creditors; experiencing an inability to settle debts as they come due; or becoming the subject of a court order for the seizure of a substantial portion of assets.

12. Technical Support, Incident Reporting, and Service Interruptions

1. Bayrich UG commits to providing technical assistance to all customers as deemed necessary.
2. Should Bayrich UG find itself unable to duplicate a reported issue, and if the issue does not reoccur within one month from the initial report, the matter will be classified as "No fault found" and no further measures will be taken by Bayrich UG.
3. Users must submit any complaints to Bayrich UG in written form or via email within 14 days of the occurrence. Bayrich UG pledges to conduct a thorough investigation into the reported concerns. This may involve accessing stored or archived data, transcription files, or other digital records, for which you grant Bayrich UG unrestricted access to facilitate the investigation of the complaint.
4. Bayrich UG aims to conclude investigations within a reasonable timeframe following the submission of a complaint. In instances where the complaint is validated, Bayrich UG and the user will collaborate to determine an appropriate resolution.
5. Bayrich UG is not responsible for claims or compensation relating to service disruptions not covered under the terms negotiated at the outset. Bayrich UG does not guarantee that its services will be continuous or devoid of errors, irrespective of the service tier purchased.
6. If a user has an active subscription and SaySync experiences technical unavailability totaling 120 hours within a 30-day period, confirmed by Bayrich UG, a proportional refund of the subscription fee will be issued to the user.

13. User License Agreement

1. Upon adhering to these Terms of Service, users are endowed with a finite, non-transferable, non-sublicensable, and exclusive right to employ SaySync via a personal user account for the term of their user agreement. SaySync is intended solely for your personal use. The rights to access or utilize SaySync must not be allocated, transferred, sublicensed, resold, or otherwise made available for commercial benefit to any third party.
2. It is recognized that each SaySync license issued by Bayrich UG commences from the date a subscription is purchased and continues in line with the subscription period. Clients are responsible for ensuring that their utilization of the Service complies with these Terms of Service.
3. The quantity of licenses issued is contingent upon the subscriptions procured by a customer. A single customer is permitted to acquire multiple multi-user subscriptions. As such, the scope of each license is confined to the number of users specified per subscription. The license is issued solely for the purpose of accessing and utilizing the Services outlined in this Agreement and for the client's legitimate internal use. Unless explicitly stated otherwise in writing, licenses cannot be transferred or sublicensed, in part or in entirety, to any other entity without Bayrich UG's prior written consent.
4. Other than the specific usage rights and privileges expressly provided for herein, no additional rights are conferred to you, either overtly or by implication, and there shall be no presumption of an obligation to confer additional rights. You expressly acknowledge that utilizing a Service from Bayrich UG does not constitute or imply the transfer of any Intellectual Property Rights to you.

You are authorized to temporarily download a single copy of the materials (information or software) from the SaySync website for personal, non-commercial, transitory viewing only. This constitutes a grant of license, not a transfer of title. Under this license, you are prohibited from:

• Altering or copying the materials;
• Employing the materials for any commercial activity, or for any public presentation (commercial or non-commercial);
• Trying to decompile or reverse engineer any software contained on SaySync or any part thereof;
• Removing any copyright or other proprietary notations from the materials; or
• Transferring the materials to another individual or "mirroring" the materials on any alternate server.

This license is subject to automatic termination if you breach any of these restrictions and may be ended by Bayrich UG at any given time. Upon the conclusion of your access to these materials or upon the termination of this license, you are required to obliterate any downloaded materials in your possession, whether in electronic or printed form.

14. Security

1. Bayrich UG employs suitable technical and procedural safeguards to ensure the integrity and security of its services and to shield the data processed on your behalf, in alignment with the Processing Agreement and our Privacy Policy, from accidental or illegal destruction, loss, alteration, unauthorized disclosure, or access.
2. Furthermore, Bayrich UG affirms that:
   1. It adheres to sound, professional practices in the execution of its services, delivering them in a competent and skilled manner;
   2. Its network infrastructure, software, databases, routers, operating systems, and computing environment comply with relevant industry benchmarks and standards, and Bayrich UG is well-informed regarding such standards;
   3. It enforces commercially reasonable security protocols to guard client information. These measures include, but are not limited to, diligent efforts to secure its computing environments and databases against unauthorized entry or interference. Additionally, Bayrich UG or its agents will promptly inform you of any detected or suspected security incidents. We will collaborate with you to promptly address and rectify any security vulnerabilities;
   4. It is imperative to acknowledge, notwithstanding the foregoing, that you also bear responsibility for securing your computing devices, software, telecommunications, and internet connections from viruses, cybercrime, illicit third-party activities, or other unauthorized uses. You are accountable for all actions taken through your account, irrespective of whether you expressly authorized such activities.

15. General Provisions

1. Severability
   Should any clause of these Terms of Service, or its application to any individual or scenario, be deemed invalid, unlawful, or unenforceable to any extent within any jurisdiction, such clause shall be excluded from this agreement within the relevant jurisdiction (but, as allowed by law, will remain in effect elsewhere). This will not impact the validity of the remaining clauses. Both parties commit to replacing the invalid or unenforceable clause with a valid one that closely mirrors the original intention and financial implications of the removed clause.
2. No Waiver
   Any failure or delay by Bayrich UG in exercising a right or remedy provided by these Terms of Service should not be deemed a waiver of such right or remedy. This will not compromise the validity of the Terms of Service in part or in full, nor will it hinder Bayrich UG's ability to enforce such right or remedy at a later date.
3. Assignment
   Bayrich UG reserves the right to transfer or assign these Terms of Service, or any of its rights or obligations herein, at its own discretion. You are not permitted to assign or transfer any of your rights or obligations under these Terms of Service.
4. Applicable Law
   The provisions within these Terms of Service shall be exclusively regulated by the laws of Germany, disregarding any conflict of law principles that could apply from your actual state or country of residence. In reference to jurisdiction and the recognition and enforcement of judgments in civil and commercial matters, as outlined by Regulation EU No 1215/2012 of the European Parliament and of the Council of 12 December 2012, also referred to as the Brussels I Regulation Recast (which establishes specific jurisdictional guidelines), along with other comparable legislation to the greatest extent permissible, jurisdiction shall solely reside with the German courts.
5. Language
   Unless a different agreement is explicitly made, English will serve as the language for these Terms of Service in all commercial dealings with Bayrich UG.

16. Changes

Bayrich UG retains the authority to alter these Terms of Service at its discretion, providing notification of such changes either via email or through an announcement within the app's interface. This notification will direct you to a URL where the updated Terms can be reviewed. The amendments will become effective thirty (30) days following the date of the notification, unless you earlier affirmatively accept the revised Terms, in which case the amendments become effective immediately from the moment of such acceptance. Should you decide against accepting the revised Terms of Service, you are entitled to terminate this agreement by notifying us at [email protected], effective from the date the revised Terms would have come into effect. Notwithstanding the foregoing, it is understood that Bayrich UG is not obligated to maintain or adhere to any previous versions of the Terms of Service once they are removed from the website. The most current version of the Terms of Service will be perpetually accessible on the website.

17. Notices

All formal notifications under this agreement must be conveyed either personally, via registered mail, or through email as specified below:

1. To you: to the physical address or email address you furnished during the registration process;
2. To Bayrich UG at the following details:
   Bayrich UG (haftungsbeschränkt)
   Johann-Strauß-Weg 29, 30900 Wedemark, Germany
   VAT DE358345387
   [email protected]