Starting at $5.99 USD per Transaction (one-time) Choose the pricing plan that fits you best. Per-action fulfillment rates start at $5.99 with NO subscription fees. Or, subscribe for as little as $50/user/month and enjoy discounts of 70% or more on fulfillment charges.
Discounts available for nonprofits
Marketsync enables sales teams using Salesforce CRM to easily send personalized letters, collateral and gifts to their prospects. We handle all the logistics, helping salespeople cut through the clutter and connect with decision makers 30%+ of the time.
Use and Subscription Agreement -- IMPORTANT. READ CAREFULLY.\r<BR>\r<BR>By clicking the "CONTINUE" button below, by installing Marketsync (the “Application”) into your organization, or by accessing, using, or subscribing to the Marketsync Service ("the Service"), you ("Client") agree to be bound by the terms of this Agreement. If you do not agree to be bound by the terms of this Agreement, do not install the Application or access, use, or subscribe to the Service. If you click the "CONTINUE" button and/or access, use, or subscribe to the Service on behalf of a company or other entity, you are representing that you have authority to bind that company or entity to the terms of this Agreement.\r<BR>\r<BR>WHEREAS, Marketsync is in the business of providing on-demand software services, including some or all of the following components:\r<BR>\r<BR>1. An on-demand service which integrates with Client’s Salesforce system, including a browser interface and data encryption, transmission, access, and storage (hereinafter “the Service”), usable by licensed users of the Service (“Users”);\r<BR>2. Implementation, customization or support for the Service;\r<BR>3. Design and/or production of printed and on-line materials;\r<BR>4. Warehousing;\r<BR>5. Fulfillment;\r<BR>6. Professional Services;\r<BR>\r<BR>WHEREAS, Client desires access to and use of services provided by Marketsync;\r<BR>\r<BR>WHEREAS, Client desires to retain Marketsync to customize, design and implement one or more communication programs (collectively, the “Program”);\r<BR>\r<BR>NOW, THEREFORE, in consideration of the undertakings, commitments and mutual covenants contained herein, the receipt of which is hereby acknowledged, the parties agree as follows:\r<BR>\r<BR>\r<BR>1. SUBSCRIPTION & RESTRICTIONS\r<BR>\r<BR>1.1 Marketsync hereby grants Client a non-exclusive, non-transferable, worldwide right to use the Service, solely for Client’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to Client are reserved by Marketsync.\r<BR>\r<BR>1.2 Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) create Internet "links" to the Service or "frame" or "mirror" the Service on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User subscriptions cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who no longer use the Service.\r<BR>\r<BR>1.3 Client may use the Service only for internal business purposes and shall not: (i) send unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorized access to the Service or its related systems or networks.\r<BR>\r<BR>1.4 Intellectual Property Ownership. Marketsync alone shall own all right, title and interest, including all related intellectual property rights, in and to the Marketsync technology, the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other party relating to the Service, and to any configuration of or customizations to the Service performed by Marketsync at Client’s request. This Agreement is not a sale and does not convey to Client any rights of ownership in or related to the Service, the Marketsync technology or the intellectual property rights owned by Marketsync. The Marketsync name, the Marketsync logo, and the product names associated with the Service are trademarks of Marketsync and no right or license is granted to use them. \r<BR>\r<BR>1.5 Account Information and Data. Marketsync does not own any data, information or material that Client submits to the Service in the course of using the Service ("Client Data"). Client, not Marketsync, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and Marketsync shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. Marketsync reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, non-payment by Client. Upon termination for cause, Client’s right to access or use Client Data immediately ceases, and Marketsync shall have no obligation to maintain or forward any Client Data.\r<BR>\r<BR>1.6 Client agrees that access to the Service is through a remote Internet browser. This on-demand service does not include the transfer of any software.\r<BR>\r<BR>\r<BR>2. MARKETSYNC OBLIGATIONS\r<BR>\r<BR>Subject to the terms and conditions of this Agreement, Marketsync will use reasonable efforts to:\r<BR>\r<BR>2.1 Provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof, including hosting and maintenance of the site and staff to reasonably facilitate order processing functions. The Service will perform substantially in accordance with the online help documentation under normal use and circumstances.\r<BR>\r<BR>2.1.1 Service Level Agreement. The Service will be available for Client use 99.5% of the time, excluding Scheduled Maintenance periods. In the event of an unplanned interruption in the availability of the Service, Marketsync will use commercially reasonable efforts to restore Service availability within 6 business hours. For the purposes of this Agreement, “Business Hours” are from 6 AM until 6 PM Pacific Time, Monday through Friday, except national holidays. “Scheduled Maintenance periods” shall occur outside of Business Hours, and shall have a duration of no more than 6 hours per month.\r<BR>\r<BR>2.2 Provide Client with support services, though electronic mail or telephone, in accordance with Marketsync’s standard practice, including access to Marketsync’s general Client service department.\r<BR>\r<BR>2.3 Design and implement the Program. Client and Marketsync shall work together and cooperate to determine the selection of marketing materials, promotional products and other collateral (hereinafter, “Merchandise”) to be offered through the Program.\r<BR>\r<BR>2.4 Perform fulfillment services and ship Merchandise in response to orders placed through the Service, as follows:\r<BR>\r<BR>(a) Print-on-demand documents and Merchandise stored at Marketsync’s warehouse shall be shipped, provided all Merchandise used in the Program is in stock, no more than (2) two business days following receipt of an individual order or no more than (5) five business days following the receipt of an order created through the "batch" functions of the Service.\r<BR>\r<BR>(b) Merchandise which must be ordered or manufactured shall be shipped in a commercially reasonable manner;\r<BR>\r<BR>(c) Client shall pay all sales taxes, duties, shipping, freight, and delivery charges, including express delivery charges. The risk of loss for all merchandise shipments shall pass to Client upon delivery by Marketsync (or by a third party acting on behalf of Marketsync) to the carrier.\r<BR>\r<BR>2.5 Work with Client to stock an initial inventory of Merchandise at its warehouse, by item, which shall be reasonably adequate to fulfill the anticipated needs of Client for a 30- to 60-day period. Inventory levels and future needs shall be reviewed by the parties as necessary and appropriate adjustments made as may be mutually agreed.\r<BR>\r<BR>Items not specifically covered under this Section 2 shall be considered Additional Services as described in Section 4.9.\r<BR>\r<BR>\r<BR>3. CLIENT OBLIGATIONS\r<BR>\r<BR>3.1 Client shall be responsible for maintaining the security of Client’s Marketsync accounts, and for all uses of Client Marketsync accounts with or without Client’s knowledge or consent. Client shall: (i) notify Marketsync immediately of any unauthorized use of any Marketsync account or any other known or suspected breach of security; and (ii) not impersonate another Marketsync user or provide false identity information to gain access to or use the Service.\r<BR>\r<BR>3.2 Client shall (a) actively promote the Program to its employees; (b) afford such employees any technical and applications support necessary to cause the maximum possible usage of the Program; (c) work together and cooperate with Marketsync to insure that merchandise remains adequately in stock as necessary to service users’ needs.\r<BR>\r<BR>3.3 Client shall make no commitments or representations which require any alteration or modification of the Merchandise (including custom or special orders) without the prior written approval of Marketsync in each instance, which approval may be conditioned upon revised delivery schedules, special prices and/or other special terms.\r<BR>\r<BR>3.4 Client hereby grants Marketsync a nonexclusive right and license to utilize any and all Client logos, trademarks, service marks, emblems or designs for purposes of fulfilling Marketsync’s obligations under this Agreement. Client will provide Marketsync with the earliest possible written notice of any plans to change its logos, marks, emblems or designs so that Marketsync may take steps to deplete any Merchandise on hand with an outdated logo or trademark. \r<BR>\r<BR>\r<BR>4. CHARGES\r<BR>\r<BR>4.1 Client will pay Marketsync the applicable fees and charges for the Service and for any services rendered (including, but not limited to, Program Setup), as set forth in the most recently executed Order Form. Client must provide Marketsync with a signed and approved Order Form as a condition of entering into this Agreement and/or using the Service.\r<BR>\r<BR>4.2 Marketsync charges and collects, in advance, an annual per-User fee for access to the Service (hereinafter “Subscription Fee”). The initial charges will be equal to the current number of total User subscriptions requested times the User subscription fee. The annual renewal charge will be equal to the then-current number of total User subscriptions times the subscription fee then in effect. Payments for Use of the Service for the initial quarter of the Agreement shall be payable in full upon execution of this Agreement (or at the end of the Pilot Period, if any) and thereafter either annually or quarterly, as mutually agreed, upon each subsequent year’s renewal of the Agreement. Client is responsible for paying for all User subscriptions ordered for the entire Subscription Term, whether or not such User subscriptions are actively used. Marketsync will automatically renew User subscriptions and invoice to Client as mutually agreed upon.\r<BR> \r<BR>4.3 Client may add subscriptions by executing an additional written Order Form. Added subscriptions will be subject to the following: (i) added subscriptions will be coterminous with the preexisting Subscription Term (either Initial Term or renewal term); (ii) the subscription fee for the added subscriptions will be at the current contracted fee; and (iii) subscriptions added in the middle of a billing month will be charged in full for that billing month. \r<BR>\r<BR>4.4 Program Set Up Fees: Client shall pay Marketsync a fee at the time of executing the Agreement to cover the cost of configuring the Service to support each customized Program desired by Client (hereinafter “Setup”), as set forth in the Order Form. A fee shall apply to each new and changed Setup requested by Client. Prior to performing each Setup, the parties shall agree upon a statement of work which describes the Program to be created or modified and the Setup fee to be charged. Only one Setup will be performed during the Initial Term (see section 6.1.1). Marketsync will perform additional setups once the Agreement is converted to a full one-year term and the appropriate fees are paid.\r<BR>\r<BR>4.5 Merchandise: When appropriate, Client will work with Marketsync to select and produce Merchandise for the Program.\r<BR>\r<BR>4.5.1 Client may ship company-owned Merchandise to Marketsync to be used in the Program. Any Client-owned Merchandise held by Marketsync will be subject to Warehouse Fees as specified in Section 4.6.\r<BR>\r<BR>4.5.2 Client may have Marketsync produce or procure merchandise, in which case Client agrees to pay Marketsync a Deposit in the amount of 75% of the cost of the merchandise produced for use in the program. Marketsync will maintain inventory levels as specified in Section 2.5. Inventory produced by Marketsync remains property of Marketsync until used in the Program or purchased by Client as specified in Section 6.2. If inventory goes unused for more than 3 months, then the Merchandise will be subject to warehouse fees as specified in Section 4.6.\r<BR>\r<BR>4.5.3 Marketsync may produce Merchandise on-demand, especially printed materials (“Print On Demand Merchandise”) as required to fulfill each Order placed through the Service. Client will pay Marketsync for Print On Demand Merchandise in accordance with the then-current Marketsync Price List.\r<BR>\r<BR>4.6 Warehouse Fees: Client agrees to pay warehouse fees, per SKU, for merchandise used in the program on a monthly basis as specified in the Order Form. Warehouse fees will be billed on a quarterly basis.\r<BR>\r<BR>4.7 Inventory Insurance: Client agrees that Merchandise supplied by Client is not insured by Marketsync. Only Merchandise purchased by Marketsync in accordance with Section 4.5.2 is insured by Marketsync.\r<BR>\r<BR>4.8 Client shall pay Marketsync Shipping and Handling Fees for each Order placed through the Service. The Handling fee shall be determined at the time of Program Setup and is subject to revision on a quarterly basis in accordance with the then-current Price List. Shipping charges will be billed at the standard rates published by the carrier employed. ALL ORDERS ARE FINAL unless Canceled through the Service in accordance with the standard operating procedures thereof.\r<BR>\r<BR>4.9 Additional Services. Client understands that services and materials not described in Sections 4.1 through 4.8, above, shall be considered additional services for which Client shall separately and additionally compensate Marketsync. Additional services shall include, without limitation, marketing, promotion and technical consulting fees, specialized computer report generation, training, graphic design, development of catalogs or documentation, and enhancements or custom integrations or modifications to the Service. Prior to performing any such additional services, the parties shall execute a statement of work which shall contain a description of the work, pricing estimates and a schedule of deliverables.\r<BR>\r<BR>4.10 All Pricing quoted in this Section, on the Order Form and Price List is strictly confidential and is contingent on Client working in good faith with Marketsync to promote the Service as outlined in Section 10.11.\r<BR>\r<BR>\r<BR>5. PAYMENT TERMS\r<BR>\r<BR>5.1 Payment. Marketsync shall invoice Client for fees and charges incurred on a monthly basis. Payment terms are Net 30 except for the Subscription Fee and Deposit (if any) which must be paid in advance.\r<BR>\r<BR>5.2 If for any reason or no reason Marketsync cannot collect payment for services performed or delivered hereunder, Marketsync may deliver written notice to Client that a payment default has occurred and may suspend or terminate Client’s access to the Service. Client shall pay such defaulted amount, plus interest, if any, within fifteen (15) days of the date of such notice.\r<BR> \r<BR>5.3 Any amounts not paid by the due date will be subject to a finance charge at a rate equal to the lesser of 1.5% per month or the maximum rate allowed by law. However, payment of such finance charge will not excuse or cure the breach or default for late payment.\r<BR>\r<BR>5.4 Client agrees to provide Marketsync with complete and accurate billing and contact information. This information includes Client’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and Subscription Administrator. Client agrees to update this information within 30 days of any change to it. If the contact information provided is false or fraudulent, Marketsync reserves the right to terminate Client’s access to the Service in addition to any other legal remedies. \r<BR>\r<BR>5.5 If Client believes any invoice is incorrect, Client must contact Marketsync in writing within 30 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.\r<BR>\r<BR>\r<BR>6. TERM AND TERMINATION\r<BR>\r<BR>6.1 Unless otherwise terminated or extended as described in this Section 6, the term of this Agreement shall be one (1) year. Each year thereafter, the term of this Agreement will automatically be extended for an additional (1) year on the anniversary date of this Agreement. Either party may terminate this Agreement during the then-current term: (a) for breaches due to nonpayment, delivering written notice to the other that the other has materially breached this Agreement and if the material breach described in the written notice is not cured within fifteen (15) days thereof, or (b) for breaches other than the payment of money, delivering written notice to the other that the other has materially breached this Agreement and if the material breach described in the written notice is not cured within forty-five (45) days thereof; or (c) by prior written notice at least sixty (60) days prior to the expiration of the then-current term, such termination to be effective at the end of the then-current term.\r<BR>\r<BR>6.1.1 Initial term / Pilot Period. This Agreement shall have an Initial Term of 30-60 days, as described on the Order Form, which is also known as the “Pilot Period.” At any time prior to the end of the Initial Term, Client may renew this Agreement for an additional one-year term under the terms and conditions described herein by (a) notifying Marketsync in writing and (b) paying the applicable fees for the renewal period as described in Section 4 and the Order Form. Otherwise, this Agreement and Client’s right to access the Service shall terminate at the end of the Initial Term and client shall have no further obligation to Marketsync except to pay for actual usage as provided in Sections 4.5, 4.8, and 4.9.\r<BR> \r<BR>6.2 Within fifteen (15) days of the effective date of any termination of this Agreement, Client shall purchase all remaining Marketsync owned inventory, if any, bearing Client’s logo at a fifteen percent (15%) discount from the prices then-listed online for the applicable item or items, and shall pay Marketsync for any pending orders and work in progress at the time of termination.\r<BR>\r<BR>6.3 Sections 5, 6, 7 and 8 shall survive any termination or expiration of this Agreement.\r<BR>\r<BR>\r<BR>7. LIMITED WARRANTY, INDEMNIFICATION\r<BR>\r<BR>7.1 Marketsync warrants only that it shall perform services hereunder in a professional and workmanlike manner. As Marketsync\'s sole responsibility and liability, and Client’s ONLY AND EXCLUSIVE REMEDY for any breach or breaches of this warranty, Marketsync shall, upon receiving written notice from Client either (at Marketsync\'s option) re-perform the subject services or refund the price paid by Client for the defective portion of the applicable services.\r<BR>\r<BR>7.2 Client acknowledges that any benefits derived from its use of the Service will depend on factors which vary from business to business and which are not within Marketsync\'s control. CLIENT REMAINS RESPONSIBLE FOR THE SELECTION OF MERCHANDISE UNDER THE PROGRAM TO MEET CLIENT’S NEEDS, AND, AS A RESULT, MARKETSYNC MAKES NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE SERVICE OR PROGRAM.\r<BR>\r<BR>7.3 THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY MARKETSYNC AND MARKETSYNC EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, OBLIGATIONS, LIABILITIES, RIGHTS AND REMEDIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED INDEMNITIES.\r<BR>\r<BR>7.4 IN NO EVENT WILL MARKETSYNC BE LIABLE FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THE PERFORMANCE OR BREACH OF THIS AGREEMENT, OR THE USE OR SALE OF MERCHANDISE BY CLIENT, OR ANY OTHER PARTY OR FROM THE MANUFACTURE, SALE, OR USE OF ANY OTHER COLLATERAL OR MATERIALS UNDER THE PROGRAM, EVEN IF MARKETSYNC IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT FOR INJURIES TO CONSUMERS DUE TO THE FAULT OF MARKETSYNC. Marketsync agrees that, regardless of the form of action, whether in contract or tort, including negligence, Marketsync\'s liability for damages claimed by Client with respect to the Service shall not exceed fees received by Marketsync from Client for the Service hereunder. No action, regardless of form, arising under this Agreement (other than an action for non-payment of any purchase prices or other amounts owed by Client to Marketsync), may be brought by either party more than one (1) year after the date of the alleged breach. Marketsync shall not be liable for any failure to perform under this Agreement where such failure is due to any cause beyond Marketsync\'s control.\r<BR>\r<BR>7.5 Unless and until terminated as provided in Section 6 (which termination shall apply only to subsequent orders), this Agreement shall govern all activities under the Program, including without limitation the sale of Merchandise, and Marketsync’s performance is expressly made conditional upon Client\'s agreement to these terms and conditions of operation and sale. Any provisions or conditions of any purchase order or other document of Client that are inconsistent with or in addition to these terms and conditions are hereby rejected and shall be inapplicable and not binding upon Marketsync. Client waives any requirement that the terms and conditions of this Agreement appear on individual order forms. \r<BR>\r<BR>7.6 Internet Delay: MARKETSYNC SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MARKETSYNC IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.\r<BR>\r<BR>7.7 Indemnification. Client releases and hereby agrees, during and after the term of this Agreement, to indemnify and defend Marketsync against, and to hold Marketsync harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable attorneys’ fees and expenses in connection with any threatened or actual action, claim suit or proceeding) incurred or suffered by Marketsync relating to or arising out of (i) any misrepresentation or breach of covenant or agreement made or to be performed by Client pursuant to this Agreement; (ii) any actions taken by, or omissions of, Client (including but not limited to any of employees, managers, members and affiliates related to the business of Client) related to or arising out of this Agreement; or (iii) Client or any third party intellectual property, including without limitation trademarks, trade dress, packaging or recipes.\r<BR>\r<BR>\r<BR>8. DISPUTE RESOLUTION AND ARBITRATION\r<BR>\r<BR>In the event any dispute involving this Agreement arises between the parties, they shall negotiate with one another in good faith and reach a mutually agreed to resolution of the dispute at a meeting of the parties called for this purpose. If the dispute cannot be resolved by negotiation, the matter shall be submitted to binding arbitration under the standard rules of the American Arbitration Association. Such arbitration will be held in Seattle, Washington with one arbitrator being selected by each party and a third arbitrator selected by the first two. Judgment upon the award rendered by the arbitration may be entered in any court of competent jurisdiction. The costs of such arbitration, court costs and/or third party assistance shall be borne equally by the parties.\r<BR>\r<BR>\r<BR>9. CONFIDENTIALITY\r<BR>\r<BR>Client and Marketsync acknowledges that the other\'s business depends on the preservation of their trade secrets and other confidential information, including without limitation all non-public data or information, this Agreement, marketing or promotion plans, business policies or practices, Client’s and suppliers (the "Confidential Information”). Each party shall protect and preserve as confidential all of the Confidential Information of the other known to it or in its possession or control with no less diligence, care and efforts than a prudent owner would use to protect its own confidential information. Neither party shall use or allow others to use any of the Confidential Information for any purpose other than for the benefit of the other, nor shall either party disclose any of the Confidential Information to any third party, unless specifically approved in writing in advance by an officer of the party who owns, before disclosing the Confidential Information. Each of Marketsync and Client shall further assure that its personnel are advised of and observe the obligations set forth in this Agreement. Upon termination of this Agreement or at the written request of Marketsync or Client, as the case may be, each party shall return all Confidential Information to the other, including any copies or reproductions thereof in its possession or control and shall cease using any Confidential Information. The obligations of this Section 9 shall not be affected by termination of this Agreement and shall be binding upon each of Marketsync and Client during the term plus a period of one (1) year beyond the termination of this Agreement. The obligations of this Section 9 shall not apply to any information that is (i) in the public domain at the time of its disclosure or thereafter becomes part of the public domain through no fault of the receiving party or (ii) known to the receiving party before receipt from the disclosing party, as shown by prior written records or other probative evidence, or (iii) has been rightfully received by either Marketsync or Client, as the case may be, from a third party authorized to make such disclosure, or (iv) was independently developed or conceived by Marketsync or Client.\r<BR>\r<BR>\r<BR>10. GENERAL\r<BR>\r<BR>10.1 Independent Contractors. Nothing contained in this Agreement shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or partnership or of any association between any of the parties hereto other than independent contracting parties.\r<BR>\r<BR>10.2 Notices. All notices, offers, acceptances, request and other communications hereunder shall be in writing and shall be deemed to be duly given if delivered or mailed to Marketsync at address listed on www.marketsync.com, to Client at the address provided on the most recently executed Order Form, or to such other address as they shall designate to the other party in writing. \r<BR>\r<BR>10.3 Binding Effect. Each of the undersigned represents that he or she has the authority to execute this Agreement on behalf of the respective party and to bind that part to the terms of this Agreement. This Agreement shall be binding and inure to the benefit of the parties and their successors and assigns.\r<BR>\r<BR>10.4 Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Washington without giving effect to principles and provisions thereof relating to conflict or choice of laws, irrespective of the fact that any one of the parties is now or may become a resident of a different state; any dispute regarding the interpretation or validity of or otherwise arising out of this Agreement shall be subject to the exclusive jurisdiction of the Washington state courts in and for King County (or, if there is federal jurisdiction, the U.S. District Court for the Western District of Washington); and, the parties hereby consent to personal jurisdiction over them by the courts within King County, Washington and waive all objection and challenge to such venue and personal jurisdiction.\r<BR>\r<BR>10.5 Marketsync makes no representation that the Service is appropriate or available for use in locations outside the United States of America. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries, duties, and customs charges.\r<BR>\r<BR>10.6 Entire Agreement. This Agreement contains the understanding of the parties with respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between parties with respect to such subject matter. No modification of this Agreement shall be valid unless in writing and signed by the party by whom this same is sought to be enforced.\r<BR>\r<BR>10.7 Modification and Waiver. Neither this Agreement nor any term or provision hereof, may be changed, waived, discharged, amended, modified or terminated orally, or in any manner other than by an instrument in writing signed by both parties hereto. The failure of any party hereto to insist upon strict performance of any of the covenants and agreements herein contained, or to exercise any right or remedy herein conferred, in any one of more instances, shall not be construed to be a waiver or relinquishment of any such right or remedy, or of any other covenants or agreements, but the same shall be and remain in full force and effect.\r<BR>\r<BR>10.8 Interpretation and Construction. This Agreement has been reviewed and approved by each of the parties. In the event it should be determined that any provision of this Agreement is uncertain or ambiguous, the language in all parts of this Agreement shall be in all cases construed as a whole according to its fair meaning, not strictly construed for nor against either party, nor construed with any presumption or rule requiring that it might be construed against the party causing this Agreement, or any part of it to be drafted.\r<BR>\r<BR>10.9 Severability. If any provision of this Agreement is held to be invalid or unenforceable to any extent in any context, it shall nevertheless be enforced to the maximum extent allowed by law and the parties\' fundamental intentions in that and other contexts, and the remainder of this Agreement shall not be affected thereby. \r<BR>\r<BR>10.10 Assignment. Neither party shall have the right to assign this Agreement without the prior written consent of the other party (which shall not be unreasonably withheld), except that either party shall have the right to assign this Agreement to any person or entity that acquires or succeeds to all or substantially all of such party’s business or assets upon written notice to the other party, so long as the assignee or transferee continues to fulfill and perform all of the assignor/transferor’s obligations hereunder. \r<BR>\r<BR>10.11 Publicity. Marketsync may publicize that it has entered into this Agreement and the general commercial nature of its obligations described herein; provided, that the publicizing party does not breach Section 9, “Confidentiality”, of this Agreement. Specifically, client agrees to work with Marketsync in good faith to (i) issue a joint press release (Marketsync and Client) introducing Client as a Marketsync customer, (ii) produce a Case Study detailing Client’s use of Marketsync, and (iii) serve on request as an occasional reference, by phone or email, to other individuals or organizations considering use of the Marketsync system.